Common use of Conditions to the Obligations of the Underwriter Clause in Contracts

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities Offered Notes shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Datein this Agreement, to the accuracy of the statements of the Company and the Selling Stockholders made in any applicable officers’ certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder under this Agreement and to the following additional conditionsconditions applicable to the Note Offering: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the related Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted instituted, or threatenedto the knowledge of the Company, threatened by the Commission. (b) The Company shall have requested furnished to the Underwriter a certificate of the Company, signed by the President, any Vice President, or the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Transaction Documents to which the Company is a party, and caused Faegre that, to the best of such person’s knowledge after reasonable investigation, the representations and warranties of the Company in this Agreement and the Transaction Documents to which the Company is a party are true and correct in all material respects, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (c) The Underwriter shall have received on the Closing Date a signed opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Company, to have furnished in form and substance reasonably satisfactory to the Underwriter their opinionand counsel to the Underwriter, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is a limited liability company validly existing as a corporation and in good standing under the laws of the State of Delaware, with ; Holding is a corporation validly existing and in good standing under the laws of the State of Delaware; and each of the Company and Holding has full power and authority to own, lease enter into and operate perform its properties and conduct its business as described in the Disclosure Package obligations under this Agreement and the Final ProspectusTransaction Documents and to consummate the transactions contemplated hereby and thereby; (ii) the Company has an outstanding capitalization as set forth in execution and delivery by each of the Disclosure Package Bank, GECC, GECS, Holding, the Issuer and the Final Prospectus Company (except for subsequent issuanceseach, a “Specified Entity”) of this Agreement (if anyapplicable) and the Transaction Documents to which it is a party, pursuant to dividend reinvestment and the consummation by each of the transactions contemplated thereby, will not violate any applicable law, statute or director governmental rule or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans)regulation; (iii) the Securities being sold hereunder execution and delivery by each Specified Entity of this Agreement (if applicable) and the Selling Stockholders Transaction Documents to which it is a party does not, and the consummation by each Specified Entity of the transactions contemplated thereby to occur on the date of this opinion will not, require any consent, authorization or approval of, the giving of notice to or registration with any governmental entity, except such as may have been duly made and validly authorized and issued and are fully paid and nonassessablesuch as may be required under the Federal securities laws, the blue sky laws of any jurisdiction or the Uniform Commercial Code of any state; (iv) this Agreement has been duly authorized, executed the execution and delivered delivery by the Company; (v) the statements in each of the Disclosure Package Company and Holding of this Agreement and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Transaction Documents to which it is a party do not, and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor thereby to occur on the fulfillment by the Company date of this opinion will not, violate or contravene any term or provision of the terms hereof will conflict with, result in a breach Certificate of Formation or violation of, or imposition of any lien, charge or encumbrance upon any property or assets the Limited Liability Company Agreement of the Company or its subsidiaries pursuant to the Certificate of Incorporation or By-Laws of Holding; (Av) the charter or by-laws each of the Company or Transaction Documents (Bother than the Trust Agreement) any applicable federal or Indiana statuteconstitutes a legal, lawvalid and binding obligation of each of GECC, ruleGECS, regulation or the Delaware General Corporation Law (the “Covered Laws”)Issuer, or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or and Holding that is a party thereto, enforceable against each such party in accordance with its subsidiaries terms; (vi) each of any federalthe Notes is in due and proper form and when executed, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, authenticated and delivered as specified in the case Indenture, and when delivered against payment of clause (B), would, individually the consideration specified herein or in the aggregateNote Purchase Agreement, reasonably as applicable, it will be expected to have a Material Adverse Effect or affect validly issued and outstanding, will constitute the validity legal, valid and binding obligation of the Securities or Issuer, enforceable against the legal authority Issuer in accordance with its terms, and will be entitled to the benefits of the Company to comply with the Securities or this AgreementIndenture; (vii) no consentthe Issuer is not now, approvaland immediately following the issuance of the Notes pursuant to the Indenture will not be, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in registered under the Investment Company Act of 1940, as amended; (ixviii) the Registration Statement became has become effective under the Act upon filing Act, and the Prospectus has been filed with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, Commission pursuant to Rule 424(b) has been made thereunder in the manner and within the time period required by rule Rule 424(b); to the knowledge best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and the Prospectus and no proceedings for that purpose have been instituted instituted; (ix) the statements in the Base Prospectus under the headings “The Trust—Perfection and Priority of Security Interests” and “—Conservatorship and Receivership; Bankruptcy,” and “ERISA Considerations” and the statements in the Prospectus Supplement under the heading “Structural Summary—ERISA Considerations” to the extent they constitute matters of law or threatened; andlegal conclusions with respect thereto, have been reviewed by us and are correct in all material respects; (x) the Registration Statement Transaction Documents and the Final Prospectus Notes conform in all material respects to the descriptions thereof contained in the Prospectus; (other than xi) the documents incorporated by reference therein, Indenture has been duly qualified under the financial statements and other financial and statistical information contained thereinTrust Indenture Act of 1939, as amended and complies as to which such counsel need express no opinionform with the Trust Indenture Act of 1939 and the rules and regulations of the Commission thereunder; and (xii) comply each of the Registration Statement, as of its Effective Date, and the Prospectus, as of its date, complied as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such and regulations under the Act, except that such counsel shall also state that that nothing has come need not express any opinion as to their attention that caused them the financial and statistical data included therein or excluded therefrom or the exhibits to believe that (i) the Registration StatementStatement and, on except as, and to the Effective Dateextent set forth in paragraphs (ix) and (x), contained such counsel need not assume any untrue statement responsibility for the accuracy, completeness or fairness of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of Registration Statement or the circumstances under which they were made, not misleading or Prospectus. (iiid) the Final Prospectus, as of its date and The Underwriter shall have received on the Closing Date, included or includes any untrue statement of Date a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the signed opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to have furnished Special Transaction Counsel for the Bank, in form and substance reasonably satisfactory to the Underwriter his opinion dated the Closing Date and addressed counsel to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredUnderwriter, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV Bank is (the “Domestic Selling Stockholders”A) is duly organized and validly existing and, to the extent such concept exists in the relevant jurisdiction, as a Federal savings bank in good standing under the laws of the United States and (B) duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the conduct of its jurisdiction business or the ownership, lease or operation of organizationits property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations under the Receivables Sale Agreement; (ii) the execution Bank has all requisite corporate power and authority to execute, deliver and perform its obligations under the Receivables Sale Agreement and to consummate the transactions provided for therein; (iii) the execution, delivery and performance by the Bank of the Underwriting Receivables Sale Agreement and the consummation of the transactions provided for therein have been duly authorized by each all requisite corporate action on the part of the Domestic Selling Stockholders, and Bank; (iv) the Underwriting Receivables Sale Agreement has been duly executed and delivered by each Selling Stockholdera duly authorized officer of the Bank; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (bv) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC)execution, the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement delivery and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders Bank of their obligations in the Receivables Sale Agreement and the consummation by the Bank of the transactions provided for therein, do not and will notnot (A) contravene, violate or constitute a default under any provision of the certificate of incorporation or By-laws of the Bank, (aB) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in best of such counsel’s experience normally would be applicable knowledge, contravene or violate any judgment, injunction, order or decree, to general business entities with respect which the Bank or its property is subject, (C) to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation best of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities knowledge, result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or other encumbrance upon any property or assets of the Bank, except as contemplated by the Servicing Agreement and the Receivables Sale Agreement or (D) contravene violate, conflict with respect to such sale or performance (but constitute a default under any agreement, lease, indenture, trust, deed, mortgage, or other instrument of which such counsel need not express any opinion relating is aware to which the United States federal securities laws Bank is a party or any state securities or Blue Sky laws)by which the Bank is bound. (e) The Selling Stockholders Underwriter shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for received on the Closing Date a signed opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President and Counsel, Capital Markets for GE Capital, Retail Finance, in form and substance reasonably satisfactory to the Underwriter and counsel to the Underwriter, dated the Closing Date and addressed to the Underwriter to the effect that: (i) each of GECC and GECS is validly existing and in good standing as a corporation under the laws of the State of Delaware and has the corporate power and authority to transact the business in which it is now engaged and to enter into and to perform all of its obligations under the Servicing Agreement, the Administration Agreement and the Contribution Agreement to which it is a party in the various capacities set forth therein; (ii) the execution, delivery and performance by each of GECC and GECS of the Servicing Agreement, the Administration Agreement and the Contribution Agreement to which it is a party and the consummation by GECC and GECS of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of GECC and GECS; (iii) the Servicing Agreement, the Administration Agreement and the Contribution Agreement to which it is a party have been duly and validly executed and delivered by GECC and GECS; and (iv) the execution and delivery by each of GECC and GECS of the Servicing Agreement, the Administration Agreement and the Contribution Agreement to which it is a party and the consummation of the transactions contemplated thereby will not conflict with, result in a breach of any of the terms and provisions of, constitute (with or without notice or lapse of time) a default under (A) the certificate of incorporation or By-laws of GECC or, with respect to the Contribution Agreement, GECS, (B) to such counsel’s knowledge, and without any special investigation for this purpose, any material indenture, contract, lease, mortgage, deed of trust or other instrument of agreement to which GECC or, with respect to the Contribution Agreement, GECS is a party or by which GECC or, with respect to the Contribution Agreement, GECS is bound, or (C) to such counsel’s knowledge and without any special investigation for this purpose, any judgment, writ, injunction, decree, order or ruling of any court or governmental authority having jurisdiction over GECC or, with respect to the Contribution Agreement, GECS. (f) The Underwriter shall have received on the Closing Date a signed opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ BMET Investors Offshore Holdings& Finger, L.P.counsel for the Owner Trustee, in form and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished substance reasonably satisfactory to the Underwriter their opinions and counsel to the Underwriter, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Owner Trustee is duly incorporated and is validly existing and in good standing as a banking corporation under the forms laws of the State of Delaware; (ii) the Owner Trustee has the power and authority to execute, deliver and perform its obligations under the Trust Agreement and as trustee under the Administration Agreement, and to consummate the transactions contemplated thereby; (iii) the Owner Trustee has duly authorized, executed and delivered the Trust Agreement and the Administration Agreement, as trustee, and the Trust Agreement constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in accordance with its terms; and (iv) neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, the Administration Agreement, as trustee, nor the consummation of any of the transactions by the Owner Trustee contemplated thereby, (A) is in violation of the charter or bylaws of the Owner Trustee or of any law, governmental rule or regulation of the State of Delaware or of the federal laws of the United States governing the trust powers of the Owner Trustee and (B) requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the trust powers of the Owner Trustee. (g) The Underwriter shall have received on the Closing Date a signed opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special Delaware counsel for the Issuer, in form and substance reasonably acceptable satisfactory to the Underwriter and counsel to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Issuer has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq., and has the power and authority under the Trust Agreement and the Delaware Statutory Trust Act to execute, deliver and perform its obligations under the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement, dated as of September 25, 2003, among the Indenture Trustee, the Issuer, and the Custodian (the “Custody and Control Agreement”) and the Transfer Agreement; (ii) the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement, the Transfer Agreement, the Notes to be issued by the Issuer on the Closing Date, and the Certificates have been duly authorized and executed by the Issuer; (iii) the Trust Agreement is a legal, valid and binding obligation of the Company and the Owner Trustee, enforceable against the Company and the Owner Trustee, in accordance with its terms; (iv) neither the execution, delivery or performance by the Issuer of the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement or the Transfer Agreement, nor the consummation by the Issuer of any of the transactions contemplated thereby, (A) requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the certificate of trust with the Secretary of State, or (B) is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer; (v) under § 3805 (b) and (c) of the Delaware Statutory Trust Act, (A) no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Issuer except in accordance with the terms of the Trust Agreement, and (B) except to the extent otherwise provided in the Trust Agreement, a form reasonably acceptable tCertificateholder (including the Company in its capacity as such) has no interest in specific Issuer property; (vi) under the Delaware Statutory Trust Act, the Issuer is a separate legal entity and, assuming that the Transfer Agreement conveys good title to the Issuer Estate (as defined in the Trust Agreement) to the Issuer as a true sale and not as a security arrangement, the Issuer rather than the Certificateholders will hold whatever title to the Issuer property as may be conveyed to it from time to time pursuant to the Transfer Agreement, except to the extent that the Issuer has taken action to dispose of or otherwise transfer or encumber any part of the Issuer property; and (vii) unde

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter Underwriter’s obligation to purchase the Securities Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 200[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or Residential Funding. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarizehas, in all material respects, complied with all the matters referred to therein. (vi) neither agreements and satisfied all the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or conditions on its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required part to be obtained performed or made by the Company for the sale of the Securities by the Selling Stockholders satisfied hereunder at or prior to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company 6.4 Residential Funding shall have requested delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of Residential Funding to the effect that the signer of such certificate has examined the Pooling and caused its General CounselServicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of Residential Funding contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of [▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇. & Maw LLP] [▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP], special counsel for the Selling StockholdersCompany and Residential Funding, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, substantially to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing andset forth in Exhibits A-1, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution A-2 and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling StockholdersA-3, and the Underwriting Agreement has been duly executed opinion of [__________], associate counsel for the Company and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of Residential Funding, dated the UCC, Closing Date and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant substantially to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; andeffect set forth in Exhibit B. (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders 6.6 You shall have requested and caused received a negative assurance letter regarding the Prospectus from [▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ and Calder& Maw LLP] [▇▇▇▇▇▇, counsel for ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ BMET Investors Offshore HoldingsLLP], L.P.special counsel for the Company and Residential Funding, in form satisfactory to you. 6.7 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished satisfactory in form and substance to the Underwriter their opinions and the Underwriter’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Description of the Agreements”, “Description of the Securities” and “Certain Yield and Prepayment Considerations” agrees with the records of the Company and Residential Funding excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(e). 6.8 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)] and AAA by [Standard & Poor’s (“S&P”)]. 6.9 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date and addressed Date, substantially to the Underwriter, effect set forth in the forms reasonably acceptable to the Underwriter.Exhibit C. (f) The Selling Stockholders 6.10 [You shall have requested and caused P+P Pöllath + Partnersreceived the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, special Minnesota tax counsel for GS Capital Partners VI Gmbh & Co. KGthe Company, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed Date, substantially to the Underwritereffect set forth in Exhibit D]. 6.11 You shall have received from [_________], in associate counsel to the Company, a form reliance letter with respect to any opinions delivered to the rating agencies, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you reasonably acceptable trequest.

Conditions to the Obligations of the Underwriter. The obligations Underwriter hereby enters into this Bond Purchase Agreement in reliance upon the representations and warranties of the Underwriter Authority and the City contained herein and the representations and warranties of the Authority and the City to purchase be contained in the Securities documents and instruments to be delivered on or prior to the Closing Date and upon the performance by the Authority and the City of their obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriter’s obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Company Authority and the Selling Stockholders City contained herein as of the Applicable Time date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the Company officers and other officials of the Authority and the Selling Stockholders City made in any certificates certificate or other document furnished pursuant to the provisions hereof, to the performance by the Company Authority and the Selling Stockholders City of their respective obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) The Final ProspectusUnderwriter shall receive, within seven (7) business days of the date hereof and at least in sufficient time to accompany any orders or confirmations that request payment from any customer, copies of the Official Statement (including all information previously permitted to have been omitted by Rule 15c2-12 and any supplement theretoamendments or supplements as have been approved by the Underwriter), in such quantity as the Underwriter shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company requested pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.Section 2 hereof; (b) The Company representations and warranties of the Authority and the City contained herein shall have requested be true and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for correct on the Company, to have furnished to the Underwriter their opinion, dated date hereof and on the Closing Date Date, as if made on and addressed to at the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final ProspectusClosing Date; (iic) As of the Company has an outstanding capitalization as set forth in Closing Date, the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders Financing Documents shall have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Companyrespective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the Authority, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and such Financing Documents shall be in full force and effect and shall not have been amended, modified or supplemented and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and there shall be in full force and effect such resolution or resolutions of the Authority and the City as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby; (vd) Between the statements date hereof and the Closing Date, the market price or marketability, at the initial public offering prices set forth in each the Official Statement, of the Disclosure Package Bonds shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and make any payment for the Final Prospectus under Bonds), by reason of any of the captions “Description following: (1) an amendment to the Constitution of Common Stock,” “Important Provisions the United States or the State of Our Governing Documents California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of any state having jurisdiction of the subject matter or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Delaware Law”Means of the United States House of Representatives, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration by either such Committee by the staff of such Committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a change Committee of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the sole and exclusive forum for certain types United States or of actions and proceedings that may be initiated the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by our stockholdersthe Treasury Department of the United States, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers the Internal Revenue Service or other employees”federal or State of California authority, insofar as such statements constitute a summary with respect to federal or State of California taxation upon revenues or other income of the legal mattersgeneral character to be derived by the Authority or upon interest received on obligations of the general character of the Bonds which may have the purpose or effect, documents directly or proceedings referred to thereinindirectly, fairly present of affecting the tax status of the Authority, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by State of California legislation or materially and summarize, in all material respects, adversely affecting the matters referred to therein.market for the Bonds or the market price generally of obligations of the general character of the Bonds; (vi2) neither legislation enacted, introduced in the sale Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities by and Exchange Commission, or any other governmental agency having jurisdiction of the Selling Stockholders subject matter shall have been made or issued to the Underwriters pursuant to this Agreement, nor the consummation by the Company effect that obligations of the transactions herein contemplated nor the fulfillment by the Company general character of the terms hereof will conflict with, result in a breach or violation ofBonds, or imposition of the Bonds, including any lienor all underlying arrangements, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of are not exempt from registration under the Securities Act of 1933, as amended, or that the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or Indenture is not exempt from qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Trust Indenture Act of 19401939, as amended; (ix3) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State of California, or a decision by any court of competent jurisdiction within the State of California or any court of the United States of America shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; (4) the Registration Statement became effective under escalation in military hostilities or declaration by the Act upon filing United States of a national emergency or war, or other calamity or crisis or escalation thereof; (5) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange; (6) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Commission; any required filing Bonds or obligations of the Base Prospectusgeneral character of the Bonds or securities generally, or the material increase of any Preliminary Prospectus such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (7) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the Final Prospectussubject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (8) any supplements theretolitigation shall be instituted, pursuant pending or threatened to Rule 424(brestrain or enjoin the issuance or sale of the Bonds or in any way contesting the validity of the Bonds or the Financing Documents, or the existence or powers of the Authority or the City; (9) has been made any event occurring, or information becoming known that, in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness judgment of the Registration Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement or any notice objecting to its use has been issued and no proceedings for the effect that purpose have been instituted or threatened; and (x) the Registration Official Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained contains any untrue statement of a material fact or omitted omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (in each case, other than 10) the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law marketability of the State of Delaware Bonds or the Federal laws market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of the Bond Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the extent they deem proper President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as specified an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or state authority affecting the federal or state tax status of the City or the Authority, or the interest on bonds or notes (including the Bonds); (11) the withdrawal or downgrading of any rating of the Bonds by a national rating agency; or (12) any other event shall have occurred since the date of hereof that in such opinion, upon the opinion reasonable judgment of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to materially adversely affects the extent they deem proper, on certificates of responsible officers marketability or market price of the Company and public officials. References Bonds. (e) At or prior to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date., the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter: (c1) The Company shall have requested Official Statement and caused its General each supplement or amendment, if any, thereto, executed by the Authority and approved by the City; (2) Copies of each of the Financing Documents, each duly executed and delivered by the respective parties thereto; (3) The approving opinions of Bond Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Authority, in substantially the forms attached to the Official Statement as Appendix E thereto, together with reliance letters addressed to the Underwriter permitting the Underwriter to rely on such opinions; (4) The supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that: that the statements in the Official Statement under the captions “INTRODUCTION,” “THE BONDS” (i) excluding the Company is duly qualified information relating to DTC and the book-entry only system), “SECURITY FOR THE BONDS,” “TAX MATTERS,” APPENDIX D—SUMMARY OF PRINCIPAL LEGAL DOCUMENTS, and APPENDIX F—FORM OF CONTINUING DISCLOSURE CERTIFICATE insofar as a foreign corporation such statements purport to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason summarize certain provisions of the ownership or leasing of property Financing Documents or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized Bonds and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel’s final legal opinion concerning certain federal tax matters, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein.; (d5) The Selling Stockholders shall have requested and caused letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for in its capacity as Disclosure Counsel, dated the Selling StockholdersClosing Date and addressed to the Authority and the Underwriter, to have furnished substantially in the form attached hereto as Exhibit C. (6) An opinion, dated the Closing Date and addressed to the Underwriter and the Authority, of the City Attorney, to the effect that: (i) the City is a municipal corporation and general law city duly organized and validly existing under the Constitution and laws of the State of California; (ii) the Financing Documents to which it is a party have been duly approved by resolutions of the City adopted at meetings duly called and held in accordance with the requirements of all applicable laws, with all public notice required by law, and at which a quorum of the members of the City Council of the City was continuously present and such resolutions have not been modified, amended or rescinded since the date of its adoption; (iii) except as described in the Official Statement, to such counsel’s best knowledge, there is no litigation, inquiry, or investigation pending or threatened, which: (A) challenges the right or title of any member of the City Council of the City or officer of the City to hold his or her office or exercise or perform the powers and duties pertaining thereto; (B) challenges the validity or enforceability of the Bonds or the Financing Documents; (C) seeks to restrain or enjoin the sale of the Bonds or the execution and delivery by the City of, or the performance by the City of its legal obligations under, the Financing Documents to which it is a party or in which a final adverse decision could materially adversely affect the operations of the City; or (D) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement; (iv) to such counsel’s best knowledge, the execution and delivery by the City of, and the performance by the City of its obligations under, the Financing Documents to which it is a party, do not conflict with, violate or constitute a default under any provision of any law, court order or decree or any contract, instrument or agreement to which the City is a party or by which it is bound and of which such counsel has knowledge; (v) the Financing Documents to which it is a party have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery of the Financing Documents by the parties thereto other than the City, the Financing Documents constitute legal, valid and binding agreements of the City, enforceable against the City in accordance with their respective terms except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights and remedies in general, or by the application of equitable principles if equitable remedies are sought; and (vi) except as may be required under the “blue sky” or securities laws of the United States or any state, there is no authorization, approval, consent or other order of, or filing with, or certification by, the State or any other governmental authority or agency within the State having jurisdiction over the City required for the issuance of the Bonds or the consummation by the City of the other financial transactions contemplated by the Official Statement and the City Documents; As used in such opinion, the phrase “current actual knowledge” may mean knowledge as such counsel shall have obtained from (i) the incumbency and signature certificate of the City, (ii) the representations and warranties contained in each closing certificate of the City, and (iii) knowledge of facts or other information currently known to lawyers in its firm who have performed legal services for the City. (7) An opinion or opinions, dated the Closing Date and addressed to the Underwriter, to of counsel for the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing andAuthority, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable tth

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Applicable Execution Time and the Closing DateDate pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Stockholder made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Stockholder of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, counsel for the Company, to have furnished to the Underwriter its opinion and negative assurance letters, dated the Closing Date and addressed to the Underwriter, substantially in the form attached hereto as Exhibit B. (c) The General Counsel of the Company, shall have furnished to the Underwriter her opinion dated the Closing Date and addressed to the Underwriter, substantially in the form attached hereto as Exhibit C. (d) The Company shall have requested and caused ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, Ohio counsel for the Company, to have furnished to the Underwriter its opinion, dated the Closing Date and addressed to the Underwriter, substantially in the form attached hereto as Exhibit D. (e) The Selling Stockholder shall have requested and caused ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the CompanySelling Stockholder, to have furnished to the Underwriter their opinionits opinion dated the Closing Date, addressed to the Underwriter and substantially in the form attached hereto as Exhibit E. (f) The Underwriter shall have received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Underwriter, with respect to the sale of the Securities, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Company and the Selling Stockholder shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (g) The Company shall have furnished to the Underwriter a certificate of the Company, signed by the Chairman of the Board or the Chief Executive Officer or the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has been duly incorporated complied with all the agreements and is validly existing as a corporation in good standing under satisfied all the laws of conditions on its part to be performed or satisfied at or prior to the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final ProspectusClosing Date; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or or, to the Company’s knowledge, threatened; and (xiii) since the Registration Statement date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (other than exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the documents incorporated Disclosure Package and the Prospectus (exclusive of any supplement thereto). (h) The Selling Stockholder shall have furnished to the Underwriter a certificate, signed by reference thereinan authorized representative of the Selling Stockholder reasonably acceptable to counsel to the Underwriter dated the Closing Date, to the financial statements effect that the representations and other financial warranties of the Selling Stockholder in this Agreement are true and statistical information contained therein, as to which such counsel need express no opinion) comply as to form correct in all material respects with the applicable requirements on and as of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, Date to the extent they deem proper and same effect as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, if made on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (ci) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, each of Ernst & Young LLP and KPMG LLP to have furnished to the Underwriter his opinion dated at the Execution Time and, in the case of Ernst & Young LLP, at the Closing Date Date, letter(s), dated respectively as of the Execution Time and, if applicable, as of the Closing Date, in form and addressed substance reasonably satisfactory to the Underwriter Underwriter. (j) Subsequent to the effect that: Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (i) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the management, condition (financial or otherwise), earnings, business or properties of the Company is duly qualified or its subsidiaries taken as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredwhole, whether by reason of or not arising from transactions in the ownership or leasing of property or the conduct ordinary course of business, except where the failure to so qualify as set forth in or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described contemplated in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to transact business and is in good standing clause (i) or (ii) above, is, in each jurisdiction in which such qualification is required, whether by reason the sole judgment of the ownership Underwriter, so material and adverse as to make it impractical or leasing of property inadvisable to proceed with the offering or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale delivery of the Securities as contemplated by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge (exclusive of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statementany amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of contracts and other documents any amendment or supplement thereto). (k) Subsequent to which the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or its subsidiaries’ debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (l) Prior to the Closing Date, the Company or and the Selling Stockholder shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably request. (m) The Securities shall have been listed and admitted and authorized for trading on the New York Stock Exchange, and satisfactory evidence of such actions shall have been provided to the Underwriter. If any of its subsidiaries is a party are accurate the conditions specified in all material respects; this Section 6 shall not have been fulfilled 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 reasonably satisfactory in form and substance to the best Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases cancellation shall be given to the Company and the Selling Stockholder in writing or other instruments by telephone or facsimile confirmed in writing. The documents required to be described or referred to in delivered by this Section 6 shall be delivered at the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ BMET Investors Offshore Holdings▇▇▇▇, L.P.▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated on the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the UnderwriterDate. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter Underwriter’s obligation to purchase the Securities Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since December 1, 2005 there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or Residential Funding. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarizehas, in all material respects, complied with all the matters referred to therein. (vi) neither agreements and satisfied all the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or conditions on its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required part to be obtained performed or made by the Company for the sale of the Securities by the Selling Stockholders satisfied hereunder at or prior to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company 6.4 Residential Funding shall have requested delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of Residential Funding to the effect that the signer of such certificate has examined the Pooling and caused its General CounselServicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of Residential Funding contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of [▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇. & Maw LLP] [▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP], special counsel for the Selling StockholdersCompany and Residential Funding, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, substantially to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing andset forth in Exhibits A-1, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution A-2 and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling StockholdersA-3, and the Underwriting Agreement has been duly executed opinion of [_________], associate counsel for the Company and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of Residential Funding, dated the UCC, Closing Date and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant substantially to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; andeffect set forth in Exhibit B. (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders 6.6 You shall have requested received a negative assurance letter regarding the Preliminary Prospectus and caused Prospectus from [▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ and Calder& ▇▇▇ LLP] [Orrick, counsel for ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ BMET Investors Offshore HoldingsLLP], L.P.special counsel for the Company and Residential Funding, in form satisfactory to you. 6.7 The Underwriter shall have received from [________], certified public accountants, (a) a letter dated the date hereof and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished satisfactory in form and substance to the Underwriter their opinions and the Underwriter’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Description of the Agreements”, “Description of the Securities” and “Certain Yield and Prepayment Considerations” agrees with the records of the Company and Residential Funding excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(e). 6.8 The Class A Certificates shall have been rated “AAA” by [Fitch Ratings, (“Fitch”)] and AAA by [Standard & Poor’s (“S&P”)]. 6.9 You shall have received the opinion of [____________], counsel to the Trustee, dated the Closing Date and addressed Date, substantially to the Underwriter, effect set forth in the forms reasonably acceptable to the Underwriter.Exhibit C. (f) The Selling Stockholders 6.10 [You shall have requested and caused P+P Pöllath + Partnersreceived the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, special Minnesota tax counsel for GS Capital Partners VI Gmbh & Co. KGthe Company, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed Date, substantially to the Underwritereffect set forth in Exhibit D.] 6.11 You shall have received from [_________], in associate counsel to the Company, a form reliance letter with respect to any opinions delivered to the rating agencies, or you shall have been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you reasonably acceptable trequest.

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter Underwriter's obligation to purchase the Securities Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counselthe Company, threatened actionby the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing, suit by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since _____, 20__ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company. 6.3 The Company shall have delivered to the Underwriter a certificate, dated the Closing Date, of the President, a Senior Vice President or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving a Vice President of the Company or any to the effect that the signer of its subsidiaries or its or their propertysuch certificate has examined this Agreement, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, andthe Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of such counsel, there is no franchise, contract or other document of a character required to be described the Company in this Agreement and in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package [Pooling and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act Servicing] [Trust] Agreement are true and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate correct in all material respects; and (b) the Company has complied, in all material respects, with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to thereinClosing Date. (d) 6.4 The Selling Stockholders Underwriter shall have requested and caused ▇▇▇▇▇▇ ▇received the opinion of Thacher Proffitt & Wood LLP special counsel for the Company dated the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ & for▇ ▇▇▇▇▇▇▇▇ LLPd substance reasonably satisfactory to the Underwriter. 6.5 The Underwriter shall have received from _____________, counsel for the Selling StockholdersUnderwriter, to have furnished to the Underwriter their an opinion dated the Closing Date in form and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms substance reasonably acceptable satisfactory to the Underwriter. (f) 6.6 The Selling Stockholders Underwriter shall have requested and caused P+P Pöllath + Partnersreceived from ___________, counsel for GS Capital Partners VI Gmbh & Co. KGcertified public accountants, a Selling Stockholder, to have furnished letter dated the date hereof and satisfactory in form and substance to the Underwriter their opinion dated and the Closing Date and addressed Underwriter's counsel, to the Underwritereffect that they have performed certain specified procedures, all of which have been agreed to by the underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in a form reasonably acceptable tthe Prospectus Supplement under the captions "Description of the Mortgage Pool", ["Pooling and Servicing Agreement"] ["The Trust Agreement"], "Description of the Certificates" and "Certain Yield and Prepayment Considerations" agrees with the records of the Company excluding any questions of legal interpretation.

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities Notes shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Origen Companies contained herein as of the Applicable Time date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date and as of the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders Origen Companies made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Origen Companies of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the Registration Statement or any notice objecting Statement, as amended from time to its use time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or threatened; and the Final Prospectus shall have been filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act; the Prospectus and each Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Underwriter. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for delivered to you a certificate of the Company, to have furnished to signed by the Underwriter their opinion, President or a vice president or an assistant vice president of the Company and dated the Closing Date and addressed to the UnderwriterDate, to the effect that: that the signer of such certificate has carefully examined the Registration Statement, Time of Sale Prospectus, Final Prospectus and this Agreement and that (i) the Company has been duly incorporated representations and is validly existing as a corporation in good standing under the laws warranties of the State Company in this Agreement are true and correct in all material respects at and as of Delawarethe Closing Date with the same effect as if made on the Closing Date, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarizehas, in all material respects, complied with all the matters referred to therein. (vi) neither agreements and satisfied all the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or conditions on its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is part that are required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations to be performed or qualifications as may be required by the securities satisfied at or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); prior to the knowledge of such counselClosing Date, (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 have been instituted or or, to the Company's knowledge, threatened; and , (xiv) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their the attention of such officer that caused them would lead such officer to believe that (i) the Registration Statement, on the Effective Date, contained Time of Sale Prospectus or Final Prospectus contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or and (iiiv) subsequent to the respective dates as of which information is given in the Final Prospectus, there has not been any material adverse change in the general affairs, capitalization, financial condition or results of operations of the Company. (c) The Underwriter shall have received from Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Origen Companies, a favorable opinion or opinions, dated the Closing Date and satisfactory in form and substance to the Underwriter including without limitation a statement that nothing has come to such counsel's attention that would lead such counsel to believe that the Time of Sale Prospectus and Final Prospectus, each as of its date date, and on the Closing Date, included contained or includes any contain an untrue statement of a material fact or omitted or omits omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which misleading; it being understood that such counsel need express no belief). In rendering such opinion, such counsel may rely (A) view as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper financial and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents statistical information 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders Underwriter shall have requested received from Deloitte & Touche, certified public accountants, a letter, dated the date hereof and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished satisfactory in form and substance to the Underwriter their opinion dated the Closing Date and addressed to counsel for the Underwriter, to the effect that: (i) that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Static Pool Information and in each of the Selling Stockholders listed on Schedule IV Time of Sale Prospectus and Final Prospectus under the captions "Summary of Prospectus Supplement--The Contracts," "Risk Factors" (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in of information regarding the relevant jurisdictionContracts therein), in good standing under "The Contract Pool", "Yield on the laws of its jurisdiction of organization; (ii) the execution Notes", and delivery "Description of the Underwriting Agreement have been duly authorized by each Notes" agrees with the records of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws)Seller. (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities Offered Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions: (a) The Final ProspectusUnderwriter shall have received from PricewaterhouseCoopers LLP (i) a letter, dated the date hereof, confirming that they are independent public accountants within the meaning of the Act and any supplement theretothe rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to the Underwriter and counsel to the Underwriter and (ii) if requested by the Underwriter, a letter dated the Closing Date, updating the letter referred to in clause (i) above, in form and substance reasonably satisfactory to the Underwriter and counsel for the Underwriter. (b) All actions required to be taken and all filings required to be made by the Company under the Act prior to the sale of the Offered Certificates shall have been filed with duly taken and made. At and prior to the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the ActClosing Date, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted instituted, or threatenedto the knowledge of the Company or the Underwriter, shall have been contemplated by the Commission. (bc) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the ratings of the Mortgage Certificates by any “nationally recognized statistical rating organization” (as such term is defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its ratings of the Mortgage Certificates (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) The Company Underwriter shall have requested received a certificate dated the Closing Date of an executive officer of the Company in which such officer shall state that, to the best of such officer’s knowledge after reasonable inspection, (i) the representations and caused Faegre warranties of the Company contained in the Basic Documents are true and correct with the same force and effect as if made on the Closing Date and (ii) the Company 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. (e) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for to the Company, to have furnished to the Underwriter their opinion, dated the Closing Date Date, in form and addressed substance satisfactory to the Underwriter and counsel for the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vig) neither the sale The Underwriter shall have received copies of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by any opinions of counsel for the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over that the Company is required to deliver to any Rating Agency. Any such opinions shall be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the effect that:Underwriter. (ih) The Underwriter shall have received from Hunton & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company is duly qualified as Underwriter, a foreign corporation letter addressed to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or Underwriter dated the conduct of business, except where the failure Closing Date with respect to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all substantially to the effect that no facts have come to such counsel’s attention in the course of its review of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary Final Prospectus which causes it to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and believe that the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act date of the Prospectus Supplement or the Exchange Act and the rules and regulations of the Commission thereunderClosing Date, and none of such documents contained an any 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 therein, in the light of the circumstances under which they were made, not misleading; and (vii) all descriptions it being understood that such counsel need not express any view as to any information incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus or as to the adequacy or accuracy of contracts the financial, numerical, statistical or quantitative information included in the Final Prospectus. (i) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (j) At the Closing Date, the Certificates and other documents to which the Company or any of its subsidiaries is a party are accurate Trust Agreement will conform in all material respects; and respects to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to descriptions thereof contained in the Final Prospectus. (k) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement, the Disclosure Package Statement or the Final Prospectus other than those described or referred any amendment or supplement thereto contains an untrue statement of a fact or omits to thereinstate a fact which, in the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (dl) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Trust Agreement, the Mortgage Certificate Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (m) The Selling Stockholders Underwriter shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ received a certificate (upon which Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for LLP shall be entitled to rely in rendering its opinions and letters under the Selling Stockholders, to have furnished to the Underwriter their opinion Basic Documents) dated the Closing Date and addressed to of an officer of the UnderwriterTrustee in which such officer shall state that, to the effect that: best of such officer’s knowledge after reasonable investigation: (i) each the Trustee is not an affiliate of the Selling Stockholders any other entity listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists as a transaction party in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; Prospectus Supplement; (ii) the execution and delivery of information in the Underwriting Agreement have been duly authorized by each of Prospectus Supplement related to the Domestic Selling Stockholders, and Trustee (the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii“Trustee Disclosure”) assuming that includes (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) the Trustee’s correct name and form of the UCC, organization and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 a discussion of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement Trustee’s experience serving as trustee for asset-backed securities transactions involving mortgage loans; and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iviii) the sale Trustee Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Trustee Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the Securities by the Selling Stockholders statements therein not misleading. The Company will provide or cause to be provided to the Underwriter pursuant such conformed copies of such opinions, certificates, letters and documents as the Underwriter may reasonably request. All opinions, letters, evidence and certificates 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 Underwriter. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Agreement does notCompany at any time at or prior to the Closing Date, and the performance by the Selling Stockholders such termination shall be without liability of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating party to any state securities or Blue Sky laws), or (b) result other party except as provided in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws)Section 7. (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter Underwriter’s obligation to purchase the Securities Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counselthe Company, threatened actionby the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [DATE], suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or any of its subsidiaries or its or their propertyMaster Servicer. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a character required Senior Vice President or a Vice President of the Company to be disclosed in the Registration Statement which is not adequately disclosed in effect that the Disclosure Package and signer of such certificate has examined this Agreement, the Final Approved Offering Materials, the Prospectus, andthe Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of such counsel, there is no franchise, contract or other document of a character required to be described the Company in this Agreement and in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package Pooling and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act Servicing Agreement are true and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate correct in all material respects; and (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 Master Servicer shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director or a Director of Master Servicer to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to the best of such counsel’s knowledgehis or her knowledge after reasonable investigation, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to the representations and warranties of Master Servicer contained in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to thereinPooling and Servicing Agreement and in this Agreement are true and correct in all material respects. (d) The Selling Stockholders 6.5 You shall have requested and caused ▇▇received the opinion of Mayer, Brown, ▇▇▇▇ & Maw LLP, special counsel for the Company and the opinions of [ ], Special Counsel for Master Servicer, each dated the Closing Date and substantially to the effect set forth in Exhibits A-1 and A-2, and the opinion of [NAME], [TITLE] for the Company and the opinion of [NAME], [TITLE] for Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibits B-1 and B-2. 6.6 You shall have received from Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.7 You shall have received from [ACCOUNTING FIRM], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and your counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by you, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Description of the Mortgage Pool,” “Pooling and Servicing Agreement,” “Description of the Certificates” and “Yield and Prepayment Considerations” agrees with the records of the Company and Master Servicer excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 5.9 hereof. 6.8 The Class A-[1], Class A-[2], Class A-[3] and Class A-[4] Certificates shall have each been rated “AAA” by Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (“Standard & Poor’s”) and “Aaa” by ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”). The Class M-1 Certificates shall have been rated “AA+” by Standard & Poor’s and “Aaa” by Moody’s. The Class M-2 Certificates shall have been rated “AA+” by Standard & Poor’s and “Aa1” by Moody’s. The Class M-3 Certificates shall have been rated “AA” by Standard & Poor’s and “Aa2” by Moody’s. The Class M-4 Certificates shall have been rated “AA-” by Standard & Poor’s and “Aa3” by Moody’s. The Class M-5 Certificates shall have been rated “A+” by Standard & Poor’s and “A1” by Moody’s. The Class M-6 Certificates shall have been rated “A” by Standard & Poor’s and “A2” by Moody’s. The Class M-7 Certificates shall have been rated “A-” by Standard & Poor’s and “A3” by Moody’s. The Class M-8 Certificates shall have been rated “BBB+” by Standard & Poor’s and “Baa1” by Moody’s. The Class M-9 Certificates shall have been rated “BBB” by Standard & Poor’s and “Baa2” by Moody’s. The Class M-10 Certificates shall have been rated “BBB-” by Standard & Poor’s and “Baa3” by Moody’s. 6.9 You shall have received the opinion of [COUNSEL], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 You shall have received from Mayer, Brown, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Maw LLP, special counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the UnderwriterCompany, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter reliance letters with respect to such security entitlement; and (iv) the sale any opinions delivered to Standard & Poor’s and Moody’s. The Company will furnish you with conformed copies of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does notabove opinions, certificates, letters and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such documents as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws)you reasonably request. (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations obligation of the Underwriter to purchase accept delivery of and pay for the Securities Bonds on the Closing Date shall be subject subject, at the option of the Underwriter, (i) to the accuracy in all material respects of the representations representations, warranties and warranties agreements on the part of the Company Authority and the Selling Stockholders City contained herein as of the Applicable Time date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the Company officers and other officials of the Authority and the Selling Stockholders City made in any certificates or other documents furnished pursuant to the provisions hereof, and to the performance by the Company Authority and the Selling Stockholders City of their respective its obligations to be performed hereunder at or prior to the Closing Date; and (ii) to the following additional conditions: (a) The Final ProspectusAt the time of Closing, the Authority Documents and the City Documents shall be in full force and effect as valid, binding and enforceable agreements between or among the various parties thereto, and any supplement theretothis Purchase Contract and the remainder of the Authority Documents and City Documents shall not have been amended, modified or supplemented, except as described herein or as may otherwise have been agreed to in writing by the Underwriter, and there shall have been filed taken in connection with the Commission issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Contract, all such actions as, in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Actopinion of Bond Counsel, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; be necessary and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.appropriate; (b) The Company As of the Closing Date, the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter; (c) Between the date hereof and the Closing Date, none of the following shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect thatoccurred: (i1) legislation enacted in the Company has been duly incorporated and is validly existing as a corporation Congress or in good standing under the laws legislature of the State of DelawareCalifornia, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder a decision rendered by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each a court established under Article III of the Disclosure Package and the Final Prospectus under the captions “Description Constitution of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction or under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law Constitution of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the CommissionCalifornia, as the case may be, conformed or by the Tax Court of the United States, or an order, ruling, regulation (final or temporary) or official or staff statement issued or made: (A) by or on behalf of the Treasury Department of the United States or the Internal Revenue Service, or any agency, commission or instrumentality of the State of California, with the purpose or effect, directly or indirectly, of imposing federal income taxation or State of California personal income taxation, respectively, upon the System Revenues (as defined in all material respects the Indenture) as would be received by the Authority or the Trustee or upon such interest as would be received by the holders of the Bonds or obligations of the general character of the Bonds, or (B) by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the requirements effect that obligations of the Act general character of the Bonds or the Exchange Bonds are not exempt from registration under the Securities Act and of 1933, as amended (the rules and regulations “Securities Act”), or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), which, in either case, in the reasonable judgment of the Commission thereunderUnderwriter, would have a material and none adverse effect on the market price or marketability, at the initial offering prices set forth in the Official Statement, of the Bonds; (2) the declaration of war or the material outbreak or material escalation of existing military hostilities involving the United States or the occurrence of any other national emergency or calamity relating to the effective operation of the government of or the financial community in the United States, which, in the reasonable judgment of the Underwriter, would have a material and adverse effect on the market price or marketability, at the initial offering prices set forth in the Official Statement, of the Bonds; (3) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange, which, in the reasonable judgment of the Underwriter, would have a material and adverse effect on the market price or marketability, at the initial offering prices set forth in the Official Statement, of the Bonds; (4) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such documents restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, underwriters; (5) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official or staff statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (6) the withdrawal or downgrading of the rating on the Bonds to less than “ ” by S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC (“S&P”); (7) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained an in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary to make the statements therein or information therein, in the light of the circumstances under which they were made, not misleading; and, and the Authority or the City refuse to amend or supplement the Official Statement to correct such statements or information; (vii8) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City or the Authority, their property, income or securities (or interest thereon), or the validity or enforceability of the Indenture, the other Authority Documents, the City Documents, or the Official Statement; or (9) all descriptions any adverse event occurs with respect to the affairs of the Authority, the City or the Trustee, which, in the Registration reasonable judgment of the Underwriter, would have a material and adverse effect on the market price or marketability, at the initial offering prices set forth in the Official Statement, of the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to thereinBonds. (d) The Selling Stockholders At or prior to the Closing Date, the Underwriter shall have requested received the following documents, in each case satisfactory in form and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished substance to the Underwriter their Underwriter: (1) The Indenture, the Lease, the Site Lease, and the Continuing Disclosure Certificate, duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (2) The Official Statement, executed on behalf of the Authority by its [Director] or another authorized official of the Authority; (3) An approving opinion of Bond Counsel, dated the Closing Date and addressed to the UnderwriterAuthority, in substantially the form attached to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing andOfficial Statement as APPENDIX E, together with a reliance letter addressed to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organizationUnderwriter; (ii4) the execution and delivery a supplemental opinion of the Underwriting Agreement have been duly authorized by each of the Domestic Selling StockholdersBond Counsel, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the UnderwriterUnderwriter and the Authority, in the forms reasonably acceptable to the Underwriter. effect that (fi) The Selling Stockholders shall the Authority Documents have requested been duly authorized, executed and caused P+P Pöllath + Partnersdelivered by the Authority, counsel for GS Capital Partners VI Gmbh & Co. KGand, assuming such agreements constitute a Selling Stockholdervalid and binding obligation of the other respective parties thereto, constitute the legally valid and binding agreements of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s rights or remedies and may be subject to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, general principles of equity (regardless of whether such enforceability is considered in a form reasonably acceptable tequity or at law);

Conditions to the Obligations of the Underwriter. The obligations obligation of the Underwriter to purchase the Securities Offered Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions: (a) The Final ProspectusUnderwriter shall have received from PricewaterhouseCoopers LLP (i) a letter, dated the date hereof, confirming that they are independent public accountants within the meaning of the Act and any supplement theretothe rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to the Underwriter and counsel to the Underwriter and (ii) if requested by the Underwriter, a letter dated the Closing Date, updating the letter referred to in clause (i) above, in form and substance reasonably satisfactory to the Underwriter and counsel for the Underwriter. (b) All actions required to be taken and all filings required to be made by the Company under the Act prior to the sale of the Offered Certificates shall have been filed with duly taken and made. At and prior to the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the ActClosing Date, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted instituted, or threatenedto the knowledge of the Company or the Underwriter, shall have been contemplated by the Commission. (bc) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer by any "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) The Company Underwriter shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, received a certificate dated the Closing Date and addressed to of an executive officer of the UnderwriterCompany in which such officer shall state that, to the effect that: best of such officer's knowledge after reasonable inspection, (i) the Company has been duly incorporated representations and is validly existing as a corporation in good standing under the laws warranties of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described Company contained in the Disclosure Package Basic Documents are true and correct with the Final Prospectus; same force and effect as if made on the Closing Date and (ii) the Company 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. (e) The Underwriter shall have received an outstanding capitalization opinion of counsel for the Company, which may be an opinion of in-house counsel to the Company, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received a certificate of an executive officer of BANA, dated as set forth of the Closing Date, to the effect that, to the best of such officer's knowledge, (i) the representations and warranties contained in the Disclosure Package Mortgage Loan Purchase Agreement are true and correct with the same force and effect as though made on and as of the Closing Date and (ii) such officer has reviewed the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment as amended or director or employee stock purchase or benefit plans or pursuant supplemented to the exercise of options Closing Date and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their such officer's attention that caused them would lead such officer to believe that (i) the Registration StatementFinal Prospectus as amended or supplemented, on insofar as it relates to BANA or the Effective DateMortgage Loans originated or acquired by BANA, contained contains any untrue statement of a material fact or omitted omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or misleading. (iiig) the Final ProspectusThe Underwriter shall have received an opinion of counsel for BANA, as which may be an opinion of its date and on in-house counsel to BANA, dated the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements form and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, substance satisfactory to the extent they deem proper Underwriter and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter. (h) The Underwriter shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Company, which opinion ▇▇▇ rel▇ ▇▇, and assume the accuracy of, the opinions described in paragraphs (e) and (Bg) as to matters of factabove, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (ci) The Company Underwriter shall have requested and caused its General Counsel, ▇▇▇▇ ▇received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the effect that:Underwriter. (ij) The Underwriter shall have received from Cadwalader, Wickersham & Taft LLP, special counsel for the Company is duly qualified as Underwriter, a foreign corporation l▇▇▇▇▇ ▇▇▇▇d the ▇losing Date with respect to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all substantially to the effect that nothing has come to such counsel's attention in the course of its review of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary Final Prospectus which causes it to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and believe that the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act date of the Prospectus Supplement or the Exchange Act and the rules and regulations of the Commission thereunderClosing Date, and none of such documents contained an any 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 therein, in the light of the circumstances under which they were made, not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming it being understood that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating view as to any state securities information incorporated by reference in the Final Prospectus or Blue Sky laws), as to the adequacy or (b) result in a violation accuracy of the organizational documents of any Domestic Selling Stockholderfinancial, numerical, statistical or (c) result quantitative information included in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws)Final Prospectus. (ek) The Selling Stockholders Underwriter shall have requested received an opinion of reasonably acceptable counsel to the Trustee, dated the Closing Date, in form and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished substance satisfactory to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to counsel for the Underwriter. (fl) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (m) At the Closing Date, the Certificates and the Pooling Agreement will conform in all material respects to the descriptions thereof contained in the Final Prospectus. (n) The Selling Stockholders Underwriter shall not have requested discovered and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished disclosed to the Underwriter their opinion dated Company on or prior to the Closing Date and addressed that the Registration Statement or the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, in the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (o) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Pooling Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in a all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. The Company will provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as the Underwriter may reasonably request. All opinions, letters, evidence and certificates 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 acceptable tsatisfactory to counsel for the Underwriter. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 7.

Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Authority and the City contained herein. The obligations of the Underwriter to purchase accept delivery of and pay for the Securities Bonds on the date of the Closing shall be subject to subject, at the accuracy option of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing DateUnderwriter, to the accuracy in all respects of the statements of the Company officers and other officials of the Authority and of the City, as well as authorized representatives of Bond Counsel, Disclosure Counsel and the Selling Stockholders Trustee made in any certificates Bonds or other documents furnished pursuant to the provisions hereof, ; to the performance by the Company Authority and the Selling Stockholders City of their respective obligations to be performed hereunder at or prior to the date of the Closing; and to the following additional conditions: (a) The Final Prospectusrepresentations, warranties and any supplement theretocovenants of the City and the Authority contained herein shall be true, shall have been filed with complete and correct at the Commission in the manner date hereof and within at the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.Closing, as if made on the date of the Closing; (b) The Company At the time of Closing, the Legal Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the Legal Documents and the Official Statement shall not have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPbeen amended, counsel for the Company, modified or supplemented except as may have been agreed to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to in writing by the Underwriter, and all such reasonable actions as, in the opinion of Bond Counsel, shall reasonably deem necessary in connection with the transactions contemplated hereby; (c) At the time of the Closing, no default shall have occurred or be existing under the Authority Documents, the City Documents, or any other agreement or document pursuant to which any of the City’s financial obligations were executed and delivered, and the City shall not be in default in the payment of principal or interest with respect to any of its financial obligations, which default would adversely impact the ability of the City to make the Lease Payments; (d) In recognition of the desire of the Authority, the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the absolute discretion of the Underwriter by notification, in writing, to the effect thatAuthority and the City prior to delivery of and payment for the Bonds, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of this Purchase Agreement: (i) the Company has been duly incorporated and is validly existing as a corporation any event shall occur which makes untrue any statement or results in good standing under the laws of the State of Delaware, with power and authority an omission to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) in the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements thereinOfficial Statement, in the light of the circumstances under which they were made, not misleading misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Bonds; or (ii) the marketability of the Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States of America or by any legislation in or by the Congress of the United States of America or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States of America, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States of America, the Treasury Department of the United States of America, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States of America, or the favorable reporting for passage of legislation to either House of the Congress of the United States of America by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority affecting the federal or State tax status of the Authority or the City, or the interest on or with respect to bonds or notes (including the Bonds); or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market price of the Bonds; or (iv) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that: (i) obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; or (v) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Trust Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (vi) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any domestic governmental authority or by any domestic national securities exchange, which are material to the marketability of the Bonds; or (vii) a general banking moratorium shall have been declared by federal, State or New York authorities, or the general suspension of trading on any national securities exchange; or (viii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America of a national emergency or war or other calamity or crisis the effect of which on financial markets is materially adverse such as to make it, in the sole judgment of the Underwriter, impractical to proceed with the purchase or delivery of the Bonds as contemplated by the final Official Statement (exclusive of any amendment or supplement thereto); or (ix) any rating of the Bonds or the rating of any obligations of the City secured by the City’s general fund shall have been downgraded or withdrawn by a national rating service, which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (x) the commencement of any action, suit or proceeding described in Section 6(h) or Section 7(h); (e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter: (i) all resolutions relating to the Bonds adopted by the Authority and certified by an authorized official of the Authority authorizing the execution and delivery of the Bonds, the Authority Documents and the Official Statement; (ii) all resolutions relating to the Bonds adopted by the City and certified by an authorized official of the City authorizing the execution and delivery of the City Documents and the delivery of the Bonds and the Official Statement; (iii) the Final ProspectusLegal Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (iv) the approving opinion of Bond Counsel, dated the date of Closing and addressed to the Authority and the City, in substantially the form attached as Appendix B to the Official Statement, together with a reliance letter thereon addressed to the Underwriter; (v) a supplemental opinion of Bond Counsel dated the date of Closing and addressed to the Underwriter, to the effect that: (A) the statements on the cover of the Official Statement and in the Official Statement under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” “THE LEASE AGREEMENT,” and “TAX MATTERS,” and in APPENDIX B – “FORM OF BOND COUNSEL OPINION,” APPENDIX C – “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS,” APPENDIX E – “FORM OF CONTINUING DISCLOSURE AGREEMENT,” and excluding any material that may be treated as included under such captions and appendices by any cross-reference, insofar as such statements expressly summarize provisions of the Bonds, the Property Lease, the Lease Agreement, the Assignment Agreement, the Trust Agreement, and Bond Counsel’s final opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects as of the date of Closing. (B) the Purchase Agreement has been duly authorized, executed and delivered by the Authority and the City and is the valid, legal and binding agreement of the Authority and the City enforceable in accordance with its terms, except that the rights and obligations under the Purchase Agreement are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution provisions contained therein. (C) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended. (D) no authorization, approval, consent, or other order of the State of California or any other governmental body within the State of California is required for the valid authorization, execution and delivery of the Authority Documents or the Official Statement by the Authority or the consummation by the Authority of the transactions on its part contemplated therein, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Bonds by the Underwriter. (E) no authorization, approval, consent, or other order of the State of California or any other governmental body within the State of California is required for the valid authorization, execution and delivery of the City Documents or the consummation by the City of the transactions on its part contemplated therein, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Bonds by the Underwriter. (vi) the Official Statement, executed on behalf of the Authority and the City; (vii) evidence that the Bonds have been rated “AA-” by S&P Global Ratings; (viii) a certificate, dated the date of Closing, signed by a duly authorized officer of the Authority satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the Authority contained in this Purchase Agreement are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of the Closing by the Authority, and the Authority has complied with all of the terms and conditions of this Purchase Agreement required to be complied with by the Authority at or prior to the date of Closing; (ii) to the best of such officer’s knowledge, no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the information and statements contained in the Official Statement (other than information relating to DTC and its book‑entry system) did not as of its date and on do not as of the Closing Date, included or includes any contain an untrue statement of a material fact or omitted or omits omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (iv) the Authority is not in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application breach of laws of or default under any jurisdiction other than the State of New York, the corporate applicable law or administrative regulation of the State of Delaware or the Federal laws United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which would have a material adverse impact on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or an event of default under any such instrument; (ix) a certificate, dated the date of Closing, signed by a duly authorized officer of the United States, to the extent they deem proper City satisfactory in form and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed substance to the Underwriter to the effect that: : (i) the Company is duly qualified as a foreign corporation to transact business representations, warranties and is in good standing in each jurisdiction in which such qualification is required, whether by reason covenants of the ownership or leasing City contained in this Purchase Agreement are true and correct in all material respects on and as of property or the conduct date of businessClosing with the same effect as if made on the date of the Closing by the City, except where and the failure to so qualify or City has complied with all of the terms and conditions of the Purchase Agreement required to be in good standing would not have a Material Adverse Effect; complied with by the City at or prior to the date of Closing; (ii) each Significant Subsidiary to the best of such officer’s knowledge, no event affecting the City has been duly incorporated or organized and is validly existing in good standing under occurred since the laws date of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in Official Statement which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to should be disclosed in the Registration Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not adequately disclosed misleading in any material respect; (iii) the information and statements contained in the Disclosure Package Official Statement (other than information relating to DTC and the Final Prospectus, and, to the knowledge its book‑entry system) did not as of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed its date and do not as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained Closing contain an untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading; and (vii) all descriptions therein, in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each light of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing andcircumstances under which they were made, to the extent such concept exists not misleading in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlementmaterial respect; and (iv) the sale City is not in breach of or default under any applicable law or administrative regulation of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration State or qualification of or with any governmental authority of the United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Lease Agreement) or other instrument to which the City is a party or is otherwise subject, which would have a material adverse impact on the City’s ability to perform its obligations under the City Documents, and no event has occurred and is continuing which, with the passage of time or the State giving of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws)notice, or both, would constitute such a default or an event of default under any such instrument; and (bv) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel no further consent is required for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable tinc

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter Underwriter's obligation to purchase the Securities Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counselthe Company, threatened actionby the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [______ __], suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving 20[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or any of its subsidiaries or its or their propertyResidential Funding. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a character required Senior Vice President or a Vice President of the Company to be disclosed in the Registration Statement which is not adequately disclosed in effect that the Disclosure Package and signer of such certificate has examined this Agreement, the Final Approved Offering Materials, the Prospectus, andthe Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of such counsel, there is no franchise, contract or other document of a character required to be described the Company in this Agreement and in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package Pooling and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act Servicing Agreement are true and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate correct in all material respects; and (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 Residential Funding shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of Residential Funding to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to the best of such counsel’s knowledgehis or her knowledge after reasonable investigation, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to the representations and warranties of Residential Funding contained in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to thereinPooling and Servicing Agreement and in this Agreement are true and correct in all material respects. (d) The Selling Stockholders 6.5 You shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPreceived the opinions of [___________], special counsel for the Selling StockholdersCompany and Residential Funding, to have furnished to the Underwriter their opinion dated the Closing Date and addressed substantially to the effect set forth in Exhibits ▇-▇, ▇-▇ ▇▇▇ ▇-▇, and the opinion of [________], associate counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.6 You shall have received a negative assurance letter regarding the Prospectus from [___________], special counsel for the Company and Residential Funding, in form satisfactory to you. 6.7 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter's counsel, to the effect that: (i) each that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Description of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing andMortgage Pool", to the extent such concept exists in the relevant jurisdiction"Pooling and Servicing Agreement", in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery "Description of the Underwriting Agreement have been duly authorized by each Certificates" and "Certain Yield and Prepayment Considerations" agrees with the records of the Domestic Selling Stockholders, Company and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) Residential Funding excluding any questions of the UCC, legal interpretation and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor letter prepared pursuant to Section 4.4(e). 6.8 The Class A Certificates shall have been rated "[____]" by [Fitch Ratings, ("Fitch")] and [____] by [Standard & Poor's ("S&P")]. 6.9 You shall have received the Agreement and has had such Securities credited opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 You shall have received the opinion of [_________], special Minnesota tax counsel for the Company, dated the Closing Date, substantially to the effect set forth in Exhibit D. 6.11 You shall have received from [_________], associate counsel to the Company, a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter reliance letter with respect to any opinions delivered to the rating agencies, or you shall have been listed as an addressee on any such security entitlement; and (iv) the sale opinions. The Company will furnish you with conformed copies of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does notabove opinions, certificates, letters and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such documents as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws)you reasonably request. (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter Underwriter's obligation to purchase the Securities Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counselthe Company, threatened actionby the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since December 1, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving 2005 there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or any of its subsidiaries or its or their propertyResidential Funding. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a character required Senior Vice President or a Vice President of the Company to be disclosed in the Registration Statement which is not adequately disclosed in effect that the Disclosure Package and signer of such certificate has examined this Agreement, the Final Approved Offering Materials, the Prospectus, andthe Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of such counsel, there is no franchise, contract or other document of a character required to be described the Company in this Agreement and in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package Pooling and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act Servicing Agreement are true and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate correct in all material respects; and (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 Residential Funding shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of Residential Funding to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to the best of such counsel’s knowledgehis or her knowledge after reasonable investigation, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to the representations and warranties of Residential Funding contained in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to thereinPooling and Servicing Agreement and in this Agreement are true and correct in all material respects. (d) The Selling Stockholders 6.5 You shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPreceived the opinions of [___________], special counsel for the Selling StockholdersCompany and Residential Funding, to have furnished to the Underwriter their opinion dated the Closing Date and addressed substantially to the effect set forth in Exhibits ▇-▇, ▇-▇ ▇▇▇ ▇-▇, and the opinion of [__________], associate counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.6 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [___________], special counsel for the Company and Residential Funding, in form satisfactory to you. 6.7 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter's counsel, to the effect that: (i) each that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Description of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing andMortgage Pool", to the extent such concept exists in the relevant jurisdiction"Pooling and Servicing Agreement", in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery "Description of the Underwriting Agreement have been duly authorized by each Certificates" and "Certain Yield and Prepayment Considerations" agrees with the records of the Domestic Selling Stockholders, Company and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) Residential Funding excluding any questions of the UCC, legal interpretation and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor letter prepared pursuant to Section 4.4(e). 6.8 The Class A Certificates shall have been rated "[____]" by [Fitch Ratings, ("Fitch")] and [____] by [Standard & Poor's ("S&P")]. 6.9 You shall have received the Agreement and has had such Securities credited opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit C. 6.10 You shall have received the opinion of [_________], special Minnesota tax counsel for the Company, dated the Closing Date, substantially to the effect set forth in Exhibit D. 6.11 You shall have received from [_________], associate counsel to the Company, a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter reliance letter with respect to any opinions delivered to the rating agencies, or you shall have been listed as an addressee on any such security entitlement; and (iv) the sale opinions. The Company will furnish you with conformed copies of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does notabove opinions, certificates, letters and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such documents as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws)you reasonably request. (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter Underwriter's obligation to purchase the Securities Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counselthe Company, threatened actionby the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing, suit by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since _________ 1, ____ there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving a Vice President of the Company or any to the effect that the signer of its subsidiaries or its or their propertysuch certificate has examined this Agreement, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, andthe Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of such counsel, there is no franchise, contract or other document of a character required to be described the Company in this Agreement and in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package Pooling and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act Servicing Agreement are true and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate correct in all material respects; and (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to thereinClosing Date. (d) The Selling Stockholders 6.4 You shall have requested and caused received the opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling StockholdersCompany and the Master Servicer, to have furnished dated the Closing Date and substantially to the Underwriter their effect set forth in Exhibit A-1 and Exhibit A-2, and the opinion of [counsel to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.5 You shall have received from ________________________, counsel for the Underwriter, an opinion dated the Closing Date in form and addressed substance satisfactory to the Underwriter. 6.6 The Underwriter shall have received from ________________________, certified public accountants, a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter's counsel, to the effect that: (i) each that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Description of the Selling Stockholders listed on Schedule IV (Mortgage Pool", "Pooling and Servicing Agreement", "Description of the “Domestic Selling Stockholders”) is validly existing andCertificates" and "Certain Yield and Prepayment Considerations" agrees with the records of the Company excluding any questions of legal interpretation. 6.7 The Certificates shall have been rated "AAA" by [Standard & Poor's Ratings Services] and [Fitch Investor's Service, L.P.] 6.8 You shall have received the opinion of [Trustee's Counsel], dated the Closing Date, substantially to the extent such concept exists effect set forth in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization;Exhibit C. (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders 6.9 You shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for received from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ BMET Investors Offshore Holdings& ▇▇▇▇, L.P.counsel to the Company, reliance letters with respect to any opinions delivered to Standard & Poor's Ratings Services and GS Capital Partners VI Offshore FundFitch Investor Services, L.P., certain L.P. The Company will furnish you with conformed copies of the Selling Stockholdersabove opinions, to have furnished to the Underwriter their opinions dated the Closing Date certificates, letters and addressed to the Underwriter, in the forms documents as you reasonably acceptable to the Underwriterrequest. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations obligation of the Underwriter to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time Execution Time, the Closing Date, with respect to the Underwritten Securities and Option Securities purchased on the Closing Date, and any settlement date pursuant to Section 3 hereof, with respect to Option Securities purchased after the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company Underwriter shall have requested received the opinion, dated as of the Closing Date and caused Faegre addressed to the Underwriter, of (i) S▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished in the form of Schedule III hereto, and (ii) G▇▇▇▇▇▇▇▇ Traurig, LLP, Nevada counsel to the Company, in the form of Schedule IV hereto. (c) The Underwriter their opinionshall have received from Ropes & G▇▇▇ LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Underwriter, with respect to the issuance and sale of the Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request that are necessary and customary for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Underwriter a certificate of the Company, signed by the Chief Executive Officer, dated the Closing Date, in the form of Schedule V hereto. (e) The Underwriter shall have received from Withum, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Underwriter, confirming that they are a registered public accounting firm that is independent with respect to the Company within the meaning of the Securities Act and the Exchange Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the audited financial statements of the Company for the period from August 26, 2020 (date of inception) through August 31, 2020, provided that the cutoff date shall not be more than two business days prior to such Execution Time or Closing Date, as applicable, and stating in effect that: (i) in their opinion the Company has been duly incorporated audited financial statements and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described financial statement schedules included in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respectsRegistration Statement, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Statutory Prospectus and the Final Prospectus, Prospectus and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required reported on by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) and regulations adopted by the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect;Commission; and (ii) each Significant Subsidiary has been duly incorporated they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or organized and statistical nature (which is validly existing in good standing under limited to accounting, financial or statistical information derived from the laws general accounting records of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iiiCompany) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described set forth in the Registration Statement, the Disclosure Package or Final Statutory Prospectus and the Prospectus, or including the information set forth under the captions “Dilution” and “Capitalization” in the Statutory Prospectus and the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation. References to be filed as an exhibit thereto, which is not described or filed as required;the Prospectus in this paragraph (e) include any supplement thereto at the date of the letters. (vif) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects Subsequent to the requirements Execution Time or, if earlier, the dates as of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions which information is given in the Registration StatementStatement (exclusive of any amendment thereof), the Disclosure Package Statutory Prospectus and the Final Prospectus (exclusive of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledgesupplement thereto), there are no contracts, indentures, mortgages, loan agreements, notes, leases shall not have been (i) any change or other instruments required to be described decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration StatementStatement (exclusive of any amendment thereof), the Disclosure Package or Statutory Prospectus and the Final Prospectus other than those described or referred to therein(exclusive of any supplement thereto). (dg) The Selling Stockholders Prior to the Closing Date, the Company shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated such further information, certificates and documents as the Closing Date and addressed Underwriter may reasonably request. (h) FINRA shall not have raised any objection with respect to the Underwriter, to fairness or reasonableness of the effect that:underwriting or other arrangements of the transactions contemplated hereby. (i) each The Securities shall be duly listed subject to notice of issuance on the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing andNasdaq Capital Market, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws satisfactory evidence of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement which shall have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable provided to the Underwriter. (fj) The Selling Stockholders On the Effective Date, the Company shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished delivered to the Underwriter their opinion dated executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letters and the Registration Rights Agreement. (k) At least one Business Day prior to the Closing Date, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be deposited into the Trust Account. (l) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Underwriter pursuant to Section 5(g) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 6 shall not have been fulfilled 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 Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date and addressed by the Underwriter. Notice of such cancellation shall be given to the Underwriter, Company in a form reasonably acceptable twriting or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Underwriter. The obligations Underwriter hereby enters into this Purchase Contract in reliance upon the representations and warranties of the Underwriter Authority and the City contained herein and the representations and warranties of the Authority and the City to purchase be contained in the Securities documents and instruments to be delivered on or prior to the Closing Date and upon the performance by the Authority, the City and the Manager of their obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriter’s obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Series 2023[●] Bonds shall be subject subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Company Authority, the City and the Selling Stockholders Manager contained herein and in the Financing Documents to which they are parties, as applicable, as of the Applicable Time date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the Company officers and other officials of the Authority, the City and the Selling Stockholders Manager made in any certificates certificate or other document furnished pursuant to the provisions hereofhereof or the Financing Documents to which they are parties, to the performance by the Company Authority, the City and the Selling Stockholders Manager of their respective obligations to be performed hereunder (as applicable), under the Financing Documents to which they are parties and under such other documents and instruments at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) The Final ProspectusUnderwriter shall receive, within seven (7) business days of the date hereof and at least in sufficient time to accompany any orders or confirmations that request payment from any customer, copies of the Official Statement (including all information previously permitted to have been omitted by Rule 15c2-12 and any supplement theretoamendments or supplements as have been approved by the Underwriter), in such quantity as the Underwriter shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company requested pursuant to Rule 433(dSection 3 (Use and Preparation of Official Statement) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.hereof; (b) The Company representations and warranties of the Authority and the City contained herein shall be true and correct on the date hereof and on the Closing Date, as if made on and at the Closing Date; (c) The representations and warranties of the Manager contained in the Management Agreement, the Accounts Agreement, the Covenant Agreement, the Security Agreement, the Consents to Collateral Assignment, the NHL Team Agreement, the Naming Rights Agreement, the Development Documents, the Site Lease, [the Landlord Estoppel Certificate (Site Lease),] the Recognition and Acknowledgment Agreement, [add any other AAM agreements], and the Continuing Disclosure Agreement (collectively, the “Manager Documents”) shall be true and correct on the date hereof and on the Closing Date, as if made on and at the Closing Date; (d) As of the Closing Date, the Series 2023[●] Bonds and the Financing Documents shall have requested been duly authorized, executed and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPdelivered by the respective parties thereto, counsel the Preliminary Official Statement shall have been authorized and the Official Statement shall have been duly authorized, executed and delivered by the Authority, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and such Financing Documents shall be in full force and effect and shall not have been amended, modified or supplemented and the Preliminary Official Statement or the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and there shall be in full force and effect such resolution or resolutions of the Board of Directors of the Authority and the City Council of the City as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby; (e) Between the date hereof and the Closing Date, the market price or marketability, at the initial public offering prices set forth in the Preliminary Official Statement, of the Series 2023[●] Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the Authority and the City terminating the obligation of the Underwriter to accept delivery of and make any payment for the CompanySeries 2023[●] Bonds), to by reason of any of the following: (1) legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter shall have furnished been made or issued to the effect that obligations of the general character of the Series 2023[●] Bonds, or the Series 2023[●] Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under the Indenture Act of 1939, as amended; (2) the outbreak or escalation in military hostilities or declaration by the United States of a national or international emergency or war or other calamity or crisis, or the escalation thereof, the effect of which on the financial markets is such as to make it impracticable or inadvisable to proceed with the offering or delivery of the Series 2023[●] Bonds as contemplated hereby or by the Preliminary Official Statement and the Official Statement; (3) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange, or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred; (4) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Series 2023[●] Bonds or obligations of the general character of the Series 2023[●] Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (5) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Series 2023[●] Bonds, or the issuance, offering or sale of the Series 2023[●] Bonds, including any or all underlying obligations, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (6) the withdrawal or downgrading of the rating of the Series 2023[●] Bonds by DBRS, Inc. or the rating on the Series 2023[●] Bonds shall have been placed on credit watch with a “Negative Outlook” by any rating agency then rating such Series 2023[●] Bonds (other than as previously disclosed in the Preliminary Official Statement); or (7) an event shall occur or be discovered which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Preliminary Official Statement or which is not reflected in the Preliminary Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and requires an amendment of or supplement to the Preliminary Official Statement. (f) At or prior to the Closing Date, the Underwriter their shall have received the following documents, in each case satisfactory in form and substance to the Underwriter: (1) The Official Statement and each supplement or amendment, if any, thereto, executed by the Authority and approved by the City. (2) An executed original or certified copy, as applicable, of each of the Financing Documents, each duly executed and delivered by the respective parties thereto. (3) A certified copy of each of the Development Documents, each duly executed and delivered by the respective parties thereto. (4) The unqualified approving opinion of Bond Counsel, dated the Closing Date and addressed to the Authority, in substantially the form attached to the Official Statement as Appendix [Q] thereto and a reliance letter for such opinion, addressed to the Trustee. (5) The supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to in substantially the effect that: form attached hereto as Exhibit A (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws Form of the State Supplemental Opinion of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇& ▇▇▇▇▇ and Calder, counsel for as Bond Counsel). (6) The opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings▇▇▇▇▇▇▇ & ▇▇▇▇▇ as disclosure counsel to the Authority and the City, L.P.dated the Closing Date and addressed to the Authority, the City and GS Capital Partners VI Offshore Fundthe Underwriter, L.P.in substantially the form attached hereto as Exhibit B (Form of Opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ as Disclosure Counsel to the Authority and the City). (7) The opinion of ▇▇▇▇▇ ▇▇▇▇ LLP as disclosure counsel to the Manager, certain dated the Closing Date and addressed to the Authority, the City, the Manager and the Underwriter, in substantially the form attached hereto as Exhibit C (Form of Opinion of ▇▇▇▇▇ ▇▇▇▇ LLP as Disclosure Counsel to the Manager). (8) The opinion of the Selling StockholdersCity Attorney of the City, to have furnished to as counsel for the Underwriter their opinions Authority, dated the Closing Date and addressed to the Underwriter, satisfactory in the forms reasonably acceptable form and substance to the Underwriter, in substantially the form attached hereto as Exhibit D (Form of Opinion of the City Attorney of the City as counsel for the Authority). (f9) The Selling Stockholders shall have requested and caused P+P Pöllath + Partnersopinion of the City Attorney of the City, as counsel for GS Capital Partners VI Gmbh & Co. KGthe City, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, satisfactory in form and substance to the Underwriter, in substantially the form attached hereto as Exhibit E (Form of Opinion of the City Attorney of the City as counsel for the City). (10) The opinion of counsel to the Trustee, dated the Closing Date and addressed to the Authority, the City, the Manager and the Underwriter, satisfactory in form and substance to the Underwriter, to the effect that (i) the Trustee has duly authorized, executed and delivered the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party, and has duly authenticated and delivered the Series 2023[●] Bonds on the Closing Date; (ii) the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party constitute the legally valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; and (iii) such other matters as the Underwriter may reasonably request. (11) The opinion of counsel to the Manager and the Additional Project Property Owner, dated the Closing Date and addressed to the Authority, the City and the Underwriter, satisfactory in form and substance to the Underwriter, to the effect that (i) the Manager and the Additional Project Property Owner has duly authorized, executed and delivered the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents to which it is a party; (ii) the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents constitute the legally valid and binding obligations of the Manager and the Additional Project Property Owner, as applicable, enforceable against the Manager and the Additional Project Property Owner in accordance with their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; and (iii) such other matters as the Underwriter may reasonably acceptable trequest. (12) The opinion of counsel to TeamCo, dated the Closing Date and addressed to the Authority, the City and the Underwriter, satisfactory in form and substance to the Underwriter, to the effect that (i) TeamCo has duly authorized, executed and delivered the NHL Team Agreement and the Non-Relocation Agreement; (ii) the NHL Team Agreement and the Non- Relocation Agreement constitute the legally valid and binding obligations of TeamCo, enforceable against TeamCo in accordance with their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; and (iii) such other matters as the Underwriter may reasonably request.

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance in all material respects by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ Sidley Austin LLP, counsel for the Company, to have furnished to the Underwriter their opinionits opinion letter, dated the Closing Date or settlement date (as applicable) and addressed to the Underwriter, in the form attached as Exhibit A hereto. (c) The Underwriter shall have received from ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date or settlement date (as applicable) and addressed to the Underwriter, with respect to the issuance and sale of the Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Underwriter a certificate of the Company, signed by its Chief Executive Officer and its principal financial or accounting officer of the Company, dated the Closing Date or settlement date (as applicable), to the effect that the signer of such certificate have carefully examined the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date or settlement date (as applicable) with the same effect as if made on the Closing Date or settlement date (as applicable) and the Company has been duly incorporated complied with all the agreements in all material respects and is validly existing satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or settlement date (as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectusapplicable); (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or or, to the Company’s knowledge, threatened; and (xiii) since the Registration Statement date of the most recent financial statements included in the Statutory Prospectus and the Final Prospectus (other than exclusive of any supplement thereto), there has been no Material Adverse Effect or Sponsor Material Adverse Effect, except as set forth in or contemplated in the documents incorporated Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (e) The Company shall have requested and caused WithumSmith to have furnished to the Underwriter, at the Execution Time and at the Closing Date or settlement date (as applicable), letters, dated respectively as of the Execution Time and as of the Closing Date or settlement date (as applicable), in form and substance satisfactory to the Underwriter, confirming that they are a registered public accounting firm that is independent with respect to the Company within the meaning of the Securities Act and the Exchange Act and the applicable rules and regulations adopted by reference therein, the Commission thereunder and that they have performed a review of the audited financial statements and other financial statement schedules included in the Registration Statement, the Statutory Prospectus and statistical information contained thereinthe Prospectus, provided that the cutoff date shall not be more than two business days prior to such Execution Time or Closing Date or settlement date, as to which such counsel need express no opinionapplicable, and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included in the Registration Statement, the Statutory Prospectus and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) and regulations adopted by the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect;Commission; and (ii) each Significant Subsidiary has been duly incorporated they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or organized and statistical nature (which is validly existing in good standing under limited to accounting, financial or statistical information derived from the laws general accounting records of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iiiCompany) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described set forth in the Registration Statement, the Disclosure Package or Final Statutory Prospectus and the Prospectus, including the information set forth under the captions “Dilution” and “Capitalization” in the Statutory Prospectus and the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), or in the business or operations of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (g) Prior to the Closing Date or settlement date (as applicable), the Company shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably request. (h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (i) The Securities shall be duly listed subject to notice of issuance on the Nasdaq Capital Market, satisfactory evidence of which shall have been provided to the Underwriter. (j) On the Effective Date, the Company shall have delivered to the Underwriter executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Unit Purchase Agreement, the Administrative Support Agreement, the Insider Letter and the Registration Rights Agreement. (k) On or prior to the Closing Date or settlement date (as applicable), the Company shall have caused the applicable purchase price for the Private Units to be filed as an exhibit thereto, which is not described or filed as required;deposited into the Trust Account. (vil) No order preventing or suspending the documents incorporated sale of the Public Units in any jurisdiction designated by reference the Underwriter pursuant to Section 5(hh) hereof shall have been issued as of the Closing Date or settlement date (as applicable), and no proceedings for that purpose shall have been instituted or shall have been threatened. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the Disclosure Package opinions and the Final Prospectus, when they became effective certificates mentioned above or were filed with the Commission, as the case may be, conformed elsewhere in all material respects this Agreement shall not be reasonably satisfactory in form and substance to the requirements Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Act Underwriter hereunder may be canceled at, or at any time prior to, the Exchange Act and Closing Date by the rules and regulations of the Commission thereunder, and none Underwriter. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make delivered by this Section 6 shall be delivered at the statements therein not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus office of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and Calder▇▇▇▇▇▇, counsel for ▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇ BMET Investors Offshore Holdings▇▇, L.P.Esq., and GS Capital Partners VI Offshore Fundunless otherwise indicated herein, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated on the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriteror settlement date (as applicable). (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations obligation of the Underwriter to purchase the Securities Shares shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Applicable Time date of this Agreement and as of the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders Stockholder made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Stockholder of their respective obligations hereunder and to the following additional conditions: (a) The Final If filing of the Prospectus, and or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act, the Company shall have been filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required by (without reliance on Rule 424(b424(b)(8) or Rule 164(b)); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, Registration Statement shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433remain effective; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its part thereof or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to your satisfaction; and the NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Company No Underwriter shall have requested advised the Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in your opinion, is material, or omits to state a fact which, in your opinion, is material and caused Faegre is required to be stated therein or necessary to make the statements therein not misleading. (c) On the Closing Date, there shall have been furnished to you, the Underwriter, the opinion of P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriteryou, to the effect that: (i) the The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own, lease and operate own its properties and to conduct its business as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The Company is qualified to do business as a foreign corporation in good standing in all other jurisdictions listed on an exhibit thereto; (ii) Each domestic subsidiary of the Company listed on Exhibit A hereto (each a “Covered Subsidiary” and together, the “Covered Subsidiaries") is a corporation in good standing under the laws of the jurisdiction of its incorporation, with the corporate power and authority to own its properties and to conduct its business as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; each domestic subsidiary is qualified to do business as a foreign corporation in good standing in all other jurisdictions listed on an exhibit thereto; and all of the issued and outstanding capital stock of each domestic subsidiary has an outstanding been duly authorized and validly issued and is fully paid and nonassessable; (iii) The Company’s authorized equity capitalization is as set forth in the Time of Sale Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee Prospectus; the capital stock purchase or benefit plans or pursuant of the Company conforms in all material respects to the exercise description thereof contained in the Time of options Sale Disclosure Package and except for repurchases in connection with open market repurchase plans); the Prospectus; the outstanding shares of Common Stock (iii) including the Securities Shares being sold hereunder by the Selling Stockholders Stockholder) have been duly and validly authorized and issued and are fully paid and nonassessable; the Shares being sold hereunder by the Selling Stockholder are duly listed, and admitted and authorized for trading on the Nasdaq Global Select Market; the certificates for the Shares are in valid and sufficient form; to the knowledge of such counsel, the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Shares; and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, to the knowledge of such counsel, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; (iv) Neither the Company nor any of its subsidiaries is and, none will be, after giving effect to the offering and sale of the Shares, an “investment company” as defined in the Investment Company Act of 1940, as amended; (v) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court pursuant to any statute, decisional law, rule or regulation, that in such counsel’s experience is customarily applicable to transactions of the nature contemplated by the Registration Statement, the Time of Sale Disclosure Package and the Prospectus (“Applicable Laws") is required for the consummation of the transactions contemplated by this Agreement, the Time of Sale Disclosure Package or the Prospectus or otherwise in connection with the purchase and distribution of the Shares by the Underwriter, except such consents, approvals, authorizations, registrations, orders or filings as may be required under state securities laws; (vi) To the knowledge of such counsel and other than as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of the Company’s subsidiaries or any of their respective properties that would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, or ability of the Company to perform its obligations under this Agreement, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus (a “Material Adverse Effect"); and no such actions, suits or proceedings are, to the knowledge of such counsel, threatened or contemplated; and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or the documents incorporated by reference therein, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements under “Part I—Item 3 Legal Proceedings” in the Company’s Annual Report Form 10-K for the year ended June 30, 2006, under “Part I—Item 1 Legal Proceedings” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and under “Part I—Item 1 Legal Proceedings” in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, in each case incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. (vii) Neither the execution, delivery and performance by the Company of this Agreement nor the consummation of the transactions herein contemplated will result in a breach or violation of any of the terms or provisions of, or constitute a default under, (a) any Applicable Laws or order known to such counsel of any governmental agency or body or any court having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, (b) any agreement or instrument listed on an exhibit thereto (the “Reviewed Agreements") or (c) the charter, bylaws or other organizational documents of the Company or any of its domestic subsidiaries; except with respect to clauses (a) and (b) above for breaches or violations that would not have a Material Adverse Effect; (viii) This Agreement has been duly authorized, executed and delivered by the Company; (vix) To the statements in each knowledge of such counsel, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement except for the Selling Stockholder and whose participation satisfies and is in compliance with their rights and is set forth in the Time of Sale Disclosure Package and the Final Prospectus under Prospectus, and the captions “Description holders of Common Stock,” “Important Provisions outstanding shares of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets capital stock of the Company or its subsidiaries pursuant are not entitled to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), statutory preemptive or, to the knowledge of such counsel’s knowledge, any judgment, order or decree applicable other similar contractual rights to subscribe for the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this AgreementShares; (viix) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the The Registration Statement became has become effective under the Act upon filing with the CommissionSecurities Act; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and issued, no proceedings for that purpose have been instituted or threatened; and (x) threatened and the Registration Statement Statement, the Time of Sale Disclosure Package and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Securities Act and the rules thereunder. Such ; and such counsel shall also state that that nothing has come to their attention that caused them no reason to believe that (i) on the effective date of the Registration StatementStatement (including the information, on if any deemed pursuant to Rule 430A or 430B to be part of the Effective Date, Registration Statement at the time of effectiveness) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, ; (ii) that the Time of Sale Disclosure Package, as amended or supplemented Package at the Applicable Time, Time of Sale contained any untrue statement of a material fact or omitted or omits to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; or (iii) that the Final Prospectus, as of its date and on as of the Closing Date, included or includes contained any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no beliefopinion). ; In rendering such opinion, such counsel may rely (Ax) as to matters involving the application of laws of any jurisdiction other than the State States of California, Delaware and New York, the corporate law of the State of Delaware York or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (By) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (bc) shall also include any supplements thereto at the Closing Date. (cd) The Company shall have requested and caused its General Counsel, ▇▇R▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and General Counsel of the Company, to have furnished to the Underwriter his opinion opinion, dated the Closing Date and addressed to the Underwriter Underwriter, to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason Each of the ownership or leasing subsidiaries has been duly incorporated in its state of property or the conduct of business, except where the failure to so qualify or to be incorporation as set forth in good standing would not have a Material Adverse Effectan exhibit thereto; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws Each of the jurisdiction of its organization, with subsidiaries has the corporate power and authority to own, lease and operate own its properties and conduct its business as described in the Registration Statement, Time of Sale Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) All of the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise disclosed set forth in the Time of Sale Disclosure Package and the Final Prospectus, all outstanding shares of capital stock of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is subsidiaries are owned by the Company, directly or through subsidiaries, free and clear of any perfected security interestinterest or any other security interests, mortgageclaims, pledge, lien, encumbrance, claim liens or equity;encumbrances. (iv) neither The statements under “Part I—Item 3 Legal Proceedings” in the sale of Company’s Annual Report Form 10-K for the Securities by year ended June 30, 2006, under “Part I—Item 1 Legal Proceedings” in the Selling Stockholders to Company’s Quarterly Report on Form 10-Q for the Underwriters pursuant to this Agreementquarter ended September 30, nor 2006 and under “Part I—Item 1 Legal Proceedings” in the consummation by Company’s Quarterly Report on Form 10-Q for the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict withquarter ended December 31, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance2006, in the each case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding incorporated by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described reference in the Registration Statement, the Time of Sale Disclosure Package or Final and the Prospectus, insofar as such statements summarize legal matters, agreements, documents or to be filed as an exhibit theretoproceedings discussed therein, which is not described are accurate and fair summaries of such legal matters, agreements, documents or filed as required;proceedings; and (viv) Each of the documents incorporated by reference in the Time of Sale Disclosure Package and in the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to with the requirements of the Securities Act or the Exchange Act Act, as applicable; and the rules and regulations of the Commission thereunder, and none such counsel has no reason to believe that any of such documents documents, when such document became effective or were so filed, 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 therein, in the light of the circumstances under which they were made, not misleading; and . In rendering such opinion, such counsel may rely (viix) all descriptions as to matters involving the application of laws of any jurisdiction other than the States of Delaware and New York or the Federal laws of the United States, to the extent deemed proper and specified in such opinion, upon the Registration Statementopinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to counsel for the Underwriter and (y) as to matters of fact, to the Disclosure Package and the Final Prospectus extent deemed proper, on certificates of contracts and other documents to which responsible officers of the Company or any of its subsidiaries is a party are accurate in all material respects; and public officials. References to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to Prospectus in this paragraph (d) shall also include any supplements thereto at the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to thereinClosing Date. (de) The Selling Stockholders On the Closing Date, there shall have requested and caused been furnished to you, the Underwriter, the opinion of G▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, D▇▇▇ & ▇C▇▇▇▇▇▇▇ LLP, counsel for the Selling StockholdersStockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriteryou, to the effect that, subject to customary exceptions, limitations and qualifications: (i) each of The Selling Stockholder has all requisite limited partnership power and authority to sell, assign, transfer and deliver the Selling Stockholders listed Shares delivered by it on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organizationdate hereof; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting This Agreement has been duly authorized, executed and delivered by each the Selling Stockholder; (iii) assuming Assuming that the Underwriter (a) DTC is a “clearing corporation” as defined purchaser in Section 8-102(a)(5) of the UCC, good faith and (b) the Underwriter acquires its interest in the Securities it has purchased Shares without notice of any adverse claim (within the meaning of Section 8-105 of the UCC); (b) has purchased the Shares delivered by the Selling Stockholder to the Depository Trust Company (“DTC”) by making payment therefore in accordance with this Agreement; and (c) has had the Shares credited to the securities account or accounts of such Underwriter maintained by it directly with DTC, the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant will acquire a security entitlement to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement Shares being purchased by it (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an any “adverse claim claim” (as defined in Section 8-102 of the UCC) to such Shares may be asserted against the Underwriter with respect to such security entitlement; and; (iv) The execution, delivery and performance of this Agreement and the sale consummation of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement transactions herein contemplated will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Execution Time and the Closing DateDate pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (c) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Selling Stockholders shall have furnished to the Underwriter its written opinion, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (d) The Underwriter shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Underwriter, and the Company and each Selling Stockholder shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters as the Underwriter reasonably requests. (e) The Company shall have furnished to the Underwriter a certificate of the Company, signed by Chief Executive Officer or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments thereto and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has been duly incorporated complied with all the agreements and is validly existing as a corporation in good standing under satisfied all the laws of conditions on its part to be performed or satisfied at or prior to the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final ProspectusClosing Date; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or or, to the Company’s knowledge, threatened; and (xiii) since the Registration Statement date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (other than exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the documents incorporated Disclosure Package and the Final Prospectus (exclusive of any supplement thereto). (f) Each Selling Stockholder shall have furnished to the Underwriter a certificate, signed by reference thereinan authorized signatory of such Selling Stockholder, dated the financial statements Closing Date, to the effect that the representations and other financial warranties of such Selling Stockholder in this Agreement are true and statistical information contained therein, as to which such counsel need express no opinion) comply as to form correct in all material respects with the applicable requirements on and as of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, Date to the extent they deem proper and same effect as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, if made on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (cg) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date each of Deloitte & Touche LLP and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to have furnished to the Underwriter, at the Execution Time and at the Closing Date, letters (which may refer to letters previously delivered to the Underwriter), dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Underwriter. (h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company and the Selling Stockholders shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably request. (k) The Securities shall have been listed and admitted and authorized for trading on the New York Stock Exchange, and satisfactory evidence of such actions shall have been provided to the Underwriter. If any of the conditions specified in this Section 6 shall not have been fulfilled 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 reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Company and each Selling Stockholder in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇at ▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ BMET Investors Offshore Holdings▇▇▇▇, L.P.▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated on the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the UnderwriterDate. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Authority and the City contained herein. The obligations of the Underwriter to purchase accept delivery of and pay for the Securities Bonds on the Closing Date shall be subject to subject, at the accuracy option of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing DateUnderwriter, to the accuracy in all material respects of the statements of the Company officers and other officials of the Authority and of the City, as well as authorized representatives of Bond Counsel and the Selling Stockholders Trustee made in any certificates or other documents furnished pursuant to the provisions hereof, ; to the performance by the Company Authority and the Selling Stockholders City of their respective obligations hereunder to be performed under the Authority Documents and the City Documents, respectively, at or prior to the Closing Date; and to the following additional conditions: (a) The Final Prospectusrepresentations, warranties and any supplement thereto, covenants of the City and the Authority contained herein shall have been filed with be true and correct at the Commission in the manner date hereof and within at the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatenedClosing, as if made on the Closing Date. (b) The Company At the time of Closing, the City Documents and the Authority Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the City Documents, the Authority Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter. (c) At the time of the Closing, no material default shall have requested occurred or be existing under the City Documents, the Authority Documents or any other agreement or document pursuant to which any of the City’s financial obligations were executed and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPdelivered, counsel and the City and the Authority shall not be in default in the payment of principal or interest with respect to any of their respective financial obligations, which default would materially adversely impact the ability of the City to pay the Lease Payments or the Authority to pay the Bonds. (d) In recognition of the desire of the Authority, the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the Authority and the City prior to delivery of and payment for the CompanyBonds, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of this Purchase Agreement: (i) any event shall occur which makes untrue any material statement or results in an omission to state a material fact that is necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Bonds; or (ii) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority affecting the federal or State tax status of the Authority or the City, or the interest on or with respect to bonds or notes (including the Bonds); or (iii) any legislation, ordinance, rule or regulation shall be enacted by any governmental body, department or authority of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market price of the Bonds; or (iv) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental authority having jurisdiction of the subject matter, to the effect that: (i) obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; or (v) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (vi) additional material restrictions not in force as of the date hereof shall have furnished been imposed upon trading in securities generally by any domestic governmental authority or by any domestic national securities exchange, which are material to the marketability of the Bonds; or (vii) a general banking moratorium shall have been declared by federal, State or New York authorities, or the general suspension of trading on any national securities exchange; or (viii) the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the effective operation of the government of, or the financial community or financial markets in, the United States or elsewhere, or the escalation of such calamity or crisis, which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Bonds on the terms and in the manner that are contemplated in the Preliminary Official Statement or the Official Statement; or (ix) any rating of the Bonds or the rating of any obligations of the City secured by the City’s general fund shall have been downgraded or withdrawn by a national rating service, which, in the opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (x) the commencement of any action, suit or proceeding described in Section 6(g) or Section 7(h). (e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter: (i) The executed Authority Resolution; (ii) The executed City Resolution; (iii) The City Documents and the Authority Documents, each duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (iv) Specimen Bonds; (v) Evidence that the Assignment Agreement, the Lease and the Site Lease, or memoranda thereof, have been recorded in the Office of the County Recorder of the County of Contra Costa; (vi) Evidence that the insurance required to be in effect on the Closing Date under the Lease is in fact in effect as of such date; (vii) The approving opinion of Bond Counsel dated the Closing Date and addressed to the City and the Authority, in substantially the form attached as an appendix to the Official Statement, and a reliance letter or letters thereon addressed to the Underwriter their opinion, and the Trustee; (viii) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, to the effect that: (iA) the Company has been duly incorporated statements on the cover of the Official Statement and is validly existing as a corporation in good standing the Official Statement under the laws captions “INTRODUCTION,” “FINANCING PLAN,” “THE BONDS,” “SECURITY FOR THE BONDS” and “TAX MATTERS,” and in Appendices A and E, excluding any material that may be treated as included under such captions and appendices by any cross-reference, insofar as such statements expressly summarize provisions of the State City Documents, the Authority Documents and Bond Counsel’s final opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects as of Delawarethe Closing Date, provided that Bond Counsel need not express any opinion with power and authority respect to own, lease and operate its properties and conduct its business as described any financial or statistical data contained therein or with respect to the book-entry system in which the Disclosure Package and the Final ProspectusBonds are initially issued; (iiB) the Company has an outstanding capitalization as set forth in the Disclosure Package The Purchase Agreement and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders Continuing Disclosure Certificate have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company;City and the Authority, as applicable, and are the valid, legal and binding agreements of the City and the Authority, as applicable, enforceable in accordance with their respective terms, except that the rights and obligations under the Purchase Agreement and the Continuing Disclosure Certificate are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion need be expressed with respect to any indemnification or contribution provisions contained therein; and (vC) The Bonds are not subject to the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale registration requirements of the Securities by Act of 1933, as amended, and the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or Indenture is exempt from qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Trust Indenture Act of 19401939, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing The Official Statement, executed on behalf of the Base ProspectusCity and/or the Authority, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; andPreliminary Official Statement; (x) Evidence that the Registration Statement rating or ratings on the Bonds are in effect as described in the Official Statement; (xi) A certificate, dated the Closing Date, signed by a duly authorized officer of the Authority satisfactory in form and substance to the Final Prospectus Underwriter substantially as set forth in Exhibit C; (other than xii) A certificate, dated the documents incorporated Closing Date, signed by reference thereina duly authorized officer of the City satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the financial statements City contained in this Purchase Agreement are true and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form correct in all material respects on and as of the Closing Date with the applicable requirements same effect as if made on the Closing Date by the City, and the City has complied with, in all material respects, all of the Act terms and conditions of the rules thereunder. Such counsel shall also state that that nothing Purchase Agreement required to be complied with by the City at or prior to the Closing Date; (ii) no event affecting the City has come occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to their attention that caused them be used or which is necessary to believe that disclose therein in order to make the statements and information therein not misleading in any material respect; (iiii) the Registration Statement, on information and statements contained in the Effective Date, contained any Official Statement (other than information in the Official Statement under the caption “UNDERWRITING” and information regarding DTC and its book-entry only system) did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (in each case, other than iv) to the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application best of laws of any jurisdiction other than the State of New Yorkits knowledge after reasonable investigation, the corporate City is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State of Delaware or the Federal laws of the United StatesStates or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (BLease) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries City is a party or bound or to which its or their property is otherwise subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to would have a Material Adverse Effect or affect material adverse impact on the validity City’s ability to perform its obligations under the City Documents, and no event has occurred and is continuing which, with the passage of the Securities time or the legal authority giving of the Company to comply with this Agreementnotice, or both, would constitute such a default or event of default under any such instrument; (vxiii) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their An opinion dated the Closing Date and addressed to the Underwriter, of counsel to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing andAuthority, satisfactory in form and substance to the extent such concept exists Underwriter substantially as set forth in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organizationExhibit D; (iixiv) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their An opinion dated the Closing Date and addressed to the Underwriter, of the City Attorney, to the effect that: (A) The City is a general law city that is duly organized and existing under and by virtue of the general laws of the State of California; (B) The City Resolution was duly adopted at a regular meeting of the City at which a quorum was present and acting throughout after a public hearing that was duly noticed and held in a form reasonably acceptable taccordance with California Government Code Section 6586.5, is in full force and effect and has not been modified, amended, rescinded or repealed since its date of adoption; (C) The City Documents have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, constitute the valid and binding obligations of the City, except as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws, or by legal or equitable principles relating to or limiting creditors’ rights generally; (D) No consent, authorization or approval of, or filing or registration with, any governmental or regulatory officer or body which has not already been obtained is required to be obtained by the City for the execution and performance of the City Documents or the actions on the part of the City contemplated thereby, including causing the issuance of the Bonds; (E) Except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit or investigation at law or in equity before or by any court, governmental authority or body, pending, with service of process upon the City having been accomplished, or threatened in writing against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the payment of the Lease Payments or the repayment of the Bonds or in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or perform its obligations under any of the City Documents, or which, in any manner, questions the right of the City to pay the Lease Payments under the Lease; and (F) To the best of such counsel’s knowledge, the execution and delivery of the City Documents and compliance with the provisions thereof do not and will not in any material respect conflict with or co

Conditions to the Obligations of the Underwriter. The obligations of ------------------------------------------------ the Underwriter to convert Notes and to purchase the any Purchased Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and Execution Time, each Effective Date occurring after the Execution Time, the Redemption Date and, as to the purchase of the Purchased Securities, the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions: (a) The If filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any supplement theretosuch supplement, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The On the date of this Agreement and on the Closing Date, the Company shall have requested and caused Faegre furnished to the Underwriter the opinion of ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, L.L.P., counsel for the Company, to have furnished to the Underwriter their opinion, dated the date of this Agreement and the Closing Date and addressed to the UnderwriterDate, respectively, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware, with ; the Company has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package Prospectus; the Company is duly qualified to do business and the Final Prospectusis, if applicable, in good standing in each jurisdiction in which it owns or leases a material amount of real property; (ii) the Company has an outstanding Company's authorized equity capitalization is as set forth in the Disclosure Package and Final Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to Prospectus; the exercise outstanding shares of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable; the outstanding Notes have been duly and validly authorized and issued and constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable in accordance with their terms except as enforcement thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights and by general equitable principles; assuming the mailing of the Notices of Redemption in accordance with Section 1(c) and 5(f) hereof and any further assumptions agreed upon by the parties, all the Notes will have been duly called for redemption at the respective dates of mailing such Notices of Redemption and the right to convert the Notes into shares of Common Stock will expire at 5:00 P.M., New York City time, on April 28, 1999; the shares of Common Stock issuable upon conversion of the Notes have been duly and validly authorized and, when issued and delivered upon conversion of any Notes pursuant to this Agreement, will be fully paid and nonassessable; the Purchased Securities have been duly and validly authorized and, when issued and delivered to and paid for by the Underwriter pursuant to this Agreement, will be fully paid and nonassessable; the Conversion Securities (and, for the opinion to be delivered on the Closing Date only, the Purchased Securities) are duly listed, and admitted and authorized for trading, subject to official notice of issuance, on the American Stock Exchange; the certificates for the Securities are in valid and sufficient for in; the holders of outstanding shares of capital stock of the Company are not entitled to statutory preemptive rights to subscribe for the Securities or the shares of Common Stock issuable upon conversion of the Notes; and, except as set forth in the Final Prospectus, to our knowledge there are no options, warrants or other rights to purchase or agreements to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company, are outstanding; (iviii) this Agreement has been duly authorized, executed and delivered by the Company; (viv) the statements in each call of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum Notes for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respectsredemption, the matters referred to therein. (vi) neither conversion or redemption thereof, the issue and sale of the Securities Securities, the execution, delivery and performance by the Selling Stockholders to the Underwriters pursuant to Company of this Agreement, nor Agreement and the consummation by the Company of the transactions contemplated herein contemplated nor the fulfillment and compliance by the Company of the terms hereof with its obligations hereunder will conflict with, not result in a breach or violation of any of the terms and provisions of, or imposition constitute a default under, any statute, any agreement or instrument known to such counsel to which the Company or any subsidiary is a party or by which it is bound or to which any of any lien, charge or encumbrance upon any the property or assets of the Company or its subsidiaries pursuant any subsidiary is subject, the Company's or any subsidiary's Articles of Incorporation, as amended to (A) the charter date, or by-laws of the Company laws, or (B) any applicable federal order, rule or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, known to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries counsel of any federal, Delaware court or Indiana court, regulatory body, administrative agency, governmental agency or body or other authority having jurisdiction over the Company or its subsidiaries any subsidiary or any of its or their respective properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) ; and no consent, approval, authorizationauthorization or order of, orderor filing with, registration or qualification of or with any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement, except such as have been obtained under the Act and such as may be required under state securities laws in connection with the purchase and distribution of the Shares by the Underwriter; provided that no opinion is called for with respect to any such regulatory authority consent, approval, authorization or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is order required to be obtained or made by under the Company for Act and the sale applicable rules and regulations of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement Commission thereunder that have been obtained or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the under state securities laws or Blue Sky laws Laws of the various states; and (v) to the knowledge of such counsel, there is no pending action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Act Company or any of its subsidiaries or its or their property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the securities laws of any jurisdiction outside the United States in Registration Statement or Final Prospectus, or to be filed as an exhibit thereto, which the Securities are offeredis not described, incorporated by reference or filed as required; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ixvi) the Registration Statement became has become effective under the Act upon filing with the CommissionAct; any required filing of the Base Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and issued, no proceedings for that purpose have been instituted or threatened; and (x) threatened and the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical reserve information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; and the documents from which information is incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act and of the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder (other than the financial statements and other financial data therein, as to which such counsel need express no opinion). Such counsel shall also may disclaim responsibility for, and state that they have not independently verified, the accuracy, completeness or fairness of the financial statements, the notes thereto, and the other financial and reserve and operating data included or incorporated by reference in the Registration Statement and Final Prospectus, and have not examined the accounting, financial, reserve or operating records from which such financial statements, notes and data were derived. Such counsel may note that, while certain portions of the Registration Statement and Final Prospectus (including financial statements, the notes thereto, and other financial and reserve information) have been included on the authority of "experts" (as defined in the Act), such counsel are not such experts with respect to any portion of the Registration Statement and Final Prospectus, including, without limitation, such financial statements, the notes thereto, or other financial or reserve and operating data included or incorporated by reference therein. Subject to the foregoing, such counsel shall state that nothing such counsel has come participated in conferences with the officers and other representatives of the Company, representatives of the independent accountants for the Company, representatives of the experts referred to their above, and the Underwriter and its counsel, at which the contents of the Registration Statement and Final Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in Registration Statement and the Final Prospectus and have not made any independent check or verification thereof, during the course of such participation (relying as to factual matters as to materiality to a large extent upon the statements of officers and other representatives of the Company), no facts came to such counsel's attention that caused them such counsel to believe that (i) the Registration Statement, on the Effective Date, Date or at the Execution Time the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that the Final Prospectus, as of its date and on the Closing Date, included Date contained or includes any contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading (in each case, other than the except that such statements by such counsel shall not be deemed to include any statement with respect to any financial statements and information or other financial information contained therein, as to which such counsel need express no beliefor reserve or operating data). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State States of Delaware or Colorado or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. The opinion of such counsel shall be rendered to the Underwriter at the request of the Company and shall so state therein. (c) The Company shall have requested and caused its General Counselfurnished to the Underwriter the opinion of ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special regulatory counsel for the Underwriter his opinion Company, dated the Closing Date and addressed to the Underwriter Date, to the effect that: (i) to the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which best knowledge of such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businesscounsel, except where the failure to so qualify or to be in good standing lack of possession would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under Effect on the laws financial condition of the jurisdiction Company, the Company has all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits of its organizationand from all public, with power regulatory or governmental agencies and authority bodies to own, lease and operate its properties and conduct its business as now being conducted and as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (viiii) all the descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts statutes and other documents to which the Company or any of its subsidiaries is a party regulations described therein are accurate in all material respects; respects and to fairly present the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments information required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to thereinshown. (d) The Selling Stockholders On the date of this Agreement and on the Closing Date, the Underwriter shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ received from Winston & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling StockholdersUnderwriter, to have furnished to the Underwriter their such opinion or opinions, dated the date of this Agreement and the Closing Date Date, respectively, and addressed to the Underwriter, with respect to the issuance and sale of the Securities, the Registration Statement, the Final Prospectus (together with any supplements thereto) and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. The opinion or opinions of such counsel shall be rendered to the Underwriter at the request of the Company and shall so state therein. (e) On the date of this Agreement, on each Effective Date occurring after the Execution Time and on the Closing Date, the Company shall have furnished to the Underwriter a certificate of the Company, signed by the Chief Executive Officer or the Vice President and the principal financial or accounting officer of the Company, dated the date of delivery, to the effect thatthat the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, any supplements to the Final Prospectus and this Agreement and: (i) each the representations and warranties of the Selling Stockholders listed Company in this Agreement are true and correct on Schedule IV (and as of the “Domestic Selling Stockholders”) is validly existing and, date of such certificate as if made on the date of such certificate and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the extent date of such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organizationcertificate; (ii) no stop order suspending the execution and delivery effectiveness of the Underwriting Agreement Registration Statement has been issued and no proceedings for that purpose have been duly authorized by each of instituted or, to the Domestic Selling StockholdersCompany's knowledge, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder;threatened; and (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) since the date of the UCCmost recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (bexclusive of any supplement thereto). (f) At the Execution Time, on each Effective Date occurring after the Execution Time on which financial information is included or incorporated in the Registration Statement or 15 the Prospectus and on the Closing Date, PricewaterhouseCoopers, L.L.P. shall have furnished to the Underwriter acquires its interest a letter, dated respectively as of the Execution Time, each such Effective Date and as of the Closing Date, in form and substance satisfactory to the Securities it has purchased without notice of any adverse claim (Underwriter, confirming that they are independent accountants within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation and the respective applicable published rules and regulations thereunder and containing statements and information of the organizational documents of any Domestic Selling Stockholder, or (c) result type ordinarily included in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable accountants' "comfort letters" to general business entities Underwriter with respect to such sale the financial statements and certain financial information contained in or performance (but such counsel need not express any opinion relating incorporated by reference in the Registration Statement and Prospectus. References to the United States federal securities laws or Final Prospectus in this paragraph (g) include any state securities or Blue Sky laws)supplement thereto at the date of the letter. (eg) The Selling Stockholders Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have requested and caused ▇▇▇▇▇▇ and Calderbeen (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 6 or (ii) any change, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdingsor any development involving a prospective change, L.P.in or affecting the condition (financial or otherwise), and GS Capital Partners VI Offshore Fundearnings, L.P., certain business or properties of the Selling StockholdersCompany and its subsidiaries, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwritertaken as a whole, whether or not arising from transactions in the forms reasonably acceptable to ordinary course of business, except as set forth in or contemplated in the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable tFinal Prospectus

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); ) and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described Underwriter substantially in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as form set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing DateExhibit B hereto. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, substantially in the form set forth in Exhibit C hereto. (d) The Underwriter shall have received from Shearman & Sterling LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Underwriter, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Company and each Selling Stockholder shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Underwriter a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that: (i) each the representations and warranties of the Selling Stockholders listed Company in this Agreement are true and correct on Schedule IV (and as of the “Domestic Selling Stockholders”) is validly existing and, Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organizationClosing Date; (ii) no stop order suspending the execution and delivery effectiveness of the Underwriting Agreement Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been duly authorized by each of instituted or, to the Domestic Selling StockholdersCompany’s knowledge, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder;threatened; and (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) since the date of the UCC, and (b) the Underwriter acquires its interest most recent financial statements included in the Securities it has purchased without notice Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse claim effect on the condition (within the meaning of Section 8-105 financial or otherwise), prospects, earnings, business or properties of the UCC)Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the Underwriter that has purchased Securities from ordinary course of business, except as set forth in or contemplated in the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, Disclosure Package and the performance by the Selling Stockholders of their obligations in the Agreement will not, Final Prospectus (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents exclusive of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky lawssupplement thereto). (ef) Each Selling Stockholder shall have furnished to the Underwriter a certificate, dated the Closing Date, to the effect that the representations and warranties of such Selling Stockholder in this Agreement are true and correct in all material respects on and as of the Closing Date to the same effect as if made on the Closing Date. (g) The Selling Stockholders Company shall have requested and caused ▇▇▇Ernst & Young LLP (with respect to the Company) and Ernst & Young (with respect to OPI) to have furnished to the Underwriter, at the Execution Time and at the Closing Date, accountant’s “comfort” letters (which may refer to letters previously delivered to the Underwriter), dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Underwriter, and in the case of the letters dated as of the Execution Time, substantially in the form of Exhibit D and Exhibit E hereto, respectively. (h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (h) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). (i) At the Execution Time, the Company shall have furnished to the Underwriter a letter substantially in the form of Exhibit A hereto from each of the officers and directors of the Company listed on Schedule VI and addressed to the Underwriter. (j) Prior to the Closing Date, the Company and the Selling Stockholders shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled 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 reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Company and each Selling Stockholder in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Shearman & Sterling LLP, counsel for the Underwriter, at ▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ BMET Investors Offshore Holdings▇▇▇▇, L.P.▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated on the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the UnderwriterDate. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities Offered Notes shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Datein this Agreement, to the accuracy of the statements of the Company and the Selling Stockholders made in any applicable officers’ certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder under this Agreement and to the following additional conditionsconditions applicable to the Note Offering: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the related Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted instituted, or threatenedto the knowledge of the Company, threatened by the Commission. (b) The Company shall have requested furnished to the Underwriter a certificate of the Company, signed by the President, any Vice President, or the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Transaction Documents to which the Company is a party, and caused Faegre that, to the best of such person’s knowledge after reasonable investigation, the representations and warranties of the Company in this Agreement and the Transaction Documents to which the Company is a party are true and correct in all material respects, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (c) The Underwriter shall have received on the Closing Date a signed opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special New York counsel for the Company, to have furnished in form and substance reasonably satisfactory to the Underwriter their opinionand counsel to the Underwriter, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is a limited liability company validly existing as a corporation and in good standing under the laws of the State of Delaware, with ; Holding is a corporation validly existing and in good standing under the laws of the State of Delaware; and each of the Company and Holding has full power and authority to own, lease enter into and operate perform its properties and conduct its business as described in the Disclosure Package obligations under this Agreement and the Final ProspectusTransaction Documents and to consummate the transactions contemplated hereby and thereby; (ii) the Company has an outstanding capitalization as set forth in execution and delivery by each of the Disclosure Package Bank, GECC, GECS, Holding, the Issuer and the Final Prospectus Company (except for subsequent issuanceseach, a “Specified Entity”) of this Agreement (if anyapplicable) and the Transaction Documents to which it is a party, pursuant to dividend reinvestment and the consummation by each of the transactions contemplated thereby, will not violate any applicable law, statute or director governmental rule or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans)regulation; (iii) the Securities being sold hereunder execution and delivery by each Specified Entity of this Agreement (if applicable) and the Selling Stockholders Transaction Documents to which it is a party does not, and the consummation by each Specified Entity of the transactions contemplated thereby to occur on the date of this opinion will not, require any consent, authorization or approval of, the giving of notice to or registration with any governmental entity, except such as may have been duly made and validly authorized and issued and are fully paid and nonassessablesuch as may be required under the Federal securities laws, the blue sky laws of any jurisdiction or the Uniform Commercial Code of any state; (iv) this Agreement has been duly authorized, executed the execution and delivered delivery by the Company; (v) the statements in each of the Disclosure Package Company and Holding of this Agreement and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Transaction Documents to which it is a party do not, and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor thereby to occur on the fulfillment by the Company date of this opinion will not, violate or contravene any term or provision of the terms hereof will conflict with, result in a breach Certificate of Formation or violation of, or imposition of any lien, charge or encumbrance upon any property or assets the Limited Liability Company Agreement of the Company or its subsidiaries pursuant to the Certificate of Incorporation or By-Laws of Holding; (Av) the charter or by-laws each of the Company or Transaction Documents (Bother than the Trust Agreement) any applicable federal or Indiana statuteconstitutes a legal, lawvalid and binding obligation of each of GECC, ruleGECS, regulation or the Delaware General Corporation Law (the “Covered Laws”)Issuer, or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or and Holding that is a party thereto, enforceable against each such party in accordance with its subsidiaries terms; (vi) each of any federalthe Notes is in due and proper form and when executed, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, authenticated and delivered as specified in the case Indenture, and when delivered against payment of clause (B), would, individually the consideration specified herein or in the aggregateNote Purchase Agreement, reasonably as applicable, it will be expected to have a Material Adverse Effect or affect validly issued and outstanding, will constitute the validity legal, valid and binding obligation of the Securities or Issuer, enforceable against the legal authority Issuer in accordance with its terms, and will be entitled to the benefits of the Company to comply with the Securities or this AgreementIndenture; (vii) no consentthe Issuer is not now, approvaland immediately following the issuance of the Notes pursuant to the Indenture will not be, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in registered under the Investment Company Act of 1940, as amended; (ixviii) the Registration Statement became effective under the Act upon filing not more than three years prior to the Closing Date, and the Prospectus has been filed with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, Commission pursuant to Rule 424(b) has been made thereunder in the manner and within the time period required by rule Rule 424(b); to the knowledge best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and the Prospectus and no proceedings for that purpose have been instituted instituted; (ix) the statements in the Base Prospectus under the headings “The Trust—Perfection and Priority of Security Interests” and “—Conservatorship and Receivership; Bankruptcy,” and “ERISA Considerations” and the statements in the Prospectus Supplement under the heading “Structural Summary—ERISA Considerations” to the extent they constitute matters of law or threatened; andlegal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects; (x) the Registration Statement Transaction Documents and the Final Prospectus Notes conform in all material respects to the descriptions thereof contained in the Prospectus; (other than xi) the documents incorporated by reference therein, Indenture has been duly qualified under the financial statements and other financial and statistical information contained thereinTrust Indenture Act of 1939, as amended and complies as to which such counsel need express no opinionform with the Trust Indenture Act of 1939 and the rules and regulations of the Commission thereunder; and (xii) comply each of the Registration Statement, as of its Effective Date, and the Prospectus, as of its date, complied as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state and regulations under the Act, except that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need not express no beliefany opinion as to the financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and, except as, and to the extent set forth in paragraphs (ix) and (x). In rendering such opinion, such counsel may rely (A) as to matters involving need not assume any responsibility for the application of laws of any jurisdiction other than the State of New Yorkaccuracy, the corporate law completeness or fairness of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed statements contained in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to thereinProspectus. (d) The Selling Stockholders Underwriter shall have requested and caused received on the Closing Date a signed opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel Special Transaction Counsel for the Selling StockholdersBank, to have furnished in form and substance reasonably satisfactory to the Underwriter their opinion and counsel to the Underwriter, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV Bank is (the “Domestic Selling Stockholders”A) is duly organized and validly existing and, to the extent such concept exists in the relevant jurisdiction, as a Federal savings bank in good standing under the laws of the United States and (B) duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the conduct of its jurisdiction business or the ownership, lease or operation of organizationits property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations under the Receivables Sale Agreement; (ii) the execution Bank has all requisite corporate power and authority to execute, deliver and perform its obligations under the Receivables Sale Agreement and to consummate the transactions provided for therein; (iii) the execution, delivery and performance by the Bank of the Underwriting Receivables Sale Agreement and the consummation of the transactions provided for therein have been duly authorized by each all requisite corporate action on the part of the Domestic Selling Stockholders, and Bank; (iv) the Underwriting Receivables Sale Agreement has been duly executed and delivered by each Selling Stockholdera duly authorized officer of the Bank; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (bv) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC)execution, the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement delivery and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders Bank of their obligations in the Receivables Sale Agreement and the consummation by the Bank of the transactions provided for therein, do not and will notnot (A) contravene, violate or constitute a default under any provision of the certificate of incorporation or By-laws of the Bank, (aB) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in best of such counsel’s experience normally would be applicable knowledge, contravene or violate any judgment, injunction, order or decree, to general business entities with respect which the Bank or its property is subject, (C) to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation best of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities knowledge, result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or other encumbrance upon any property or assets of the Bank, except as contemplated by the Servicing Agreement and the Receivables Sale Agreement or (D) contravene violate, conflict with respect to such sale or performance (but constitute a default under any agreement, lease, indenture, trust, deed, mortgage, or other instrument of which such counsel need not express any opinion relating is aware to which the United States federal securities laws Bank is a party or any state securities or Blue Sky laws)by which the Bank is bound. (e) The Selling Stockholders Underwriter shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇received on the Closing Date a signed opinion of ▇▇▇▇▇▇ ▇▇, Vice President and Counsel, Capital Markets for GE Capital, Retail Finance, in form and substance reasonably satisfactory to the Underwriter and counsel to the Underwriter, dated the Closing Date and addressed to the Underwriter to the effect that: (i) each of GECC and GECS is validly existing and in good standing as a corporation under the laws of the State of Delaware and has the corporate power and authority to transact the business in which it is now engaged and to enter into and to perform all of its obligations under the Servicing Agreement, the Administration Agreement, the Assignment Agreement and the Contribution Agreement to which it is a party in the various capacities set forth therein; (ii) the execution, delivery and performance by each of GECC and GECS of the Servicing Agreement, the Administration Agreement and the Contribution Agreement to which it is a party and the consummation by GECC and GECS of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of GECC and GECS; (iii) the Servicing Agreement, the Administration Agreement, the Assignment Agreement and the Contribution Agreement to which it is a party have been duly and validly executed and delivered by GECC and GECS; and (iv) the execution and delivery by each of GECC and GECS of the Servicing Agreement, the Administration Agreement, the Assignment Agreement and the Contribution Agreement to which it is a party and the consummation of the transactions contemplated thereby will not conflict with, result in a breach of any of the terms and provisions of, constitute (with or without notice or lapse of time) a default under (A) the certificate of incorporation or By-laws of GECC or, with respect to the Assignment Agreement, GECS, (B) to such counsel’s knowledge, and without any special investigation for this purpose, any material indenture, contract, lease, mortgage, deed of trust or other instrument of agreement to which GECC or, with respect to the Assignment Agreement, GECS is a party or by which GECC or, with respect to the Assignment Agreement, GECS is bound, or (C) to such counsel’s knowledge and without any special investigation for this purpose, any judgment, writ, injunction, decree, order or ruling of any court or governmental authority having jurisdiction over GECC or, with respect to the Assignment Agreement, GECS. (f) The Underwriter shall have received on the Closing Date a signed opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ BMET Investors Offshore Holdings& Finger, L.P.counsel for the Owner Trustee, in form and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished substance reasonably satisfactory to the Underwriter their opinions and counsel to the Underwriter, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Owner Trustee is duly incorporated and is validly existing and in good standing as a banking corporation under the forms laws of the State of Delaware; (ii) the Owner Trustee has the power and authority to execute, deliver and perform its obligations under the Trust Agreement and as trustee under the Administration Agreement, and to consummate the transactions contemplated thereby; (iii) the Owner Trustee has duly authorized, executed and delivered the Trust Agreement and the Administration Agreement, as trustee, and the Trust Agreement constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in accordance with its terms; and (iv) neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, the Administration Agreement, as trustee, nor the consummation of any of the transactions by the Owner Trustee contemplated thereby, (A) is in violation of the charter or bylaws of the Owner Trustee or of any law, governmental rule or regulation of the State of Delaware or of the federal laws of the United States governing the trust powers of the Owner Trustee and (B) requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the trust powers of the Owner Trustee. (g) The Underwriter shall have received on the Closing Date a signed opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special Delaware counsel for the Issuer, in form and substance reasonably acceptable satisfactory to the Underwriter and counsel to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Issuer has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq., and has the power and authority under the Trust Agreement and the Delaware Statutory Trust Act to execute, deliver and perform its obligations under the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement, dated as of September 25, 2003, among the Indenture Trustee, the Issuer, and the Custodian (the “Custody and Control Agreement”) and the Transfer Agreement; (ii) the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement, the Transfer Agreement, the Notes to be issued by the Issuer on the Closing Date, and the Certificates have been duly authorized and executed by the Issuer; (iii) the Trust Agreement is a legal, valid and binding obligation of the Company and the Owner Trustee, enforceable against the Company and the Owner Trustee, in accordance with its terms; (iv) neither the execution, delivery or performance by the Issuer of the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement or the Transfer Agreement, nor the consummation by the Issuer of any of the transactions contemplated thereby, (A) requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the certificate of trust with the Secretary of State, or (B) is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer; (v) under § 3805 (b) and (c) of the Delaware Statutory Trust Act, (A) no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Issuer except in accordance with the terms of the Trust Agreement, and (B) except to the extent otherwise provided in the Trust Agreement, a form reasonably acceptable tCertificateholder (including the Company in its capacity as such) has no interest in specific Issuer property; (vi) under the Delaware Statutory Trust Act, the Issuer is a separate legal entity and, assuming that the Transfer Agreement conveys good title to the Issuer Estate (as defined in the Trust Agreement) to the Issuer as a true sale and not as a security arrangement, the Issuer rather than the Certificateholders will hold whatever title to the Issuer property as may be conveyed to it from time to time pursuant to the Transfer Agreement, except to the extent that the Issuer has taken a

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre Bass, ▇▇▇▇▇ ▇▇▇& ▇▇▇▇ LLPPLC, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the effect that:Underwriter. (ic) On the Company has been duly incorporated and is validly existing Closing Date, the Underwriter shall have received the favorable opinion of Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, regulatory counsel for the Company, dated as a corporation in good standing under the laws of the State of DelawareClosing Date, in form and substance satisfactory to the Underwriter. (d) The Underwriter shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Underwriter, with power respect to the issuance and authority to ownsale of the Securities, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in Registration Statement, the Disclosure Package and the Final Prospectus (except for subsequent issuancestogether with any supplement thereto) and other related matters as the Underwriter may reasonably require, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to and the exercise of options Company and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders shall have been duly and validly authorized and issued and are fully paid and nonassessable;furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ive) this Agreement has been duly authorizedThe Selling Stockholders shall have requested and caused Simpson, executed Thacher & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion, dated the Closing Date and delivered addressed to the Underwriter, in form and substance satisfactory to the Underwriter. (f) The Company shall have furnished to the Underwriter a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company; (v) , dated the statements in each Closing Date, to the effect that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package and the Final Prospectus under and any supplements or amendments thereto, as well as each electronic road show used in connection with the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary offering of the legal mattersSecurities, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein.this Agreement and that: (vii) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets representations and warranties of the Company or its subsidiaries pursuant to (A) the charter or by-laws in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or (B) any applicable federal satisfied at or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable prior to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this AgreementClosing Date; (viiii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or or, to the Company’s knowledge, threatened; and (xiii) since the Registration Statement date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (other than exclusive of any supplement thereto), there has been no Material Adverse Change. (g) The Underwriter shall have received a certificate of the documents incorporated by reference thereinSelling Stockholders, dated the financial statements Closing Date, to the effect that the representations and other financial warranties of the Selling Stockholders in this Agreement are true and statistical information contained therein, as to which such counsel need express no opinion) comply as to form correct in all material respects with the applicable requirements of the Act on and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, Date to the extent they deem proper and same effect as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, if made on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (ch) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, Deloitte & Touche LLP to have furnished to the Underwriter his opinion dated Underwriter, at the Applicable Time and at the Closing Date and addressed to the Underwriter to the effect that: Date, (i) letters (which may refer to letters previously delivered to the Underwriter), dated respectively as of the Applicable Time and as of the Closing Date, in form and substance satisfactory to the Underwriter, confirming that they are independent accountants with respect to the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of within the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements meaning of the Act or and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the Commission thereunderunaudited interim financial information of the Company for the nine-month period ended, and none as at September 30, 2013 and 2014, in accordance with Statement on Auditing Standards No. 100, and (ii) letters (which may refer to letters previously delivered to the Underwriter), dated respectively as of the Applicable Time and as of the Closing Date, in form and substance satisfactory to the Underwriter, confirming that they are independent accountants with respect to Sheridan within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of Sheridan for the nine-month period ended, and as at September 30, 2013 and 2014, in accordance with Statement on Auditing Standards No. 100 and, in each of cases (i) and (ii), containing such documents contained an untrue statement of a material fact other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial and statistical information included or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (vii) all descriptions incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and Prospectus. (i) Subsequent to the best Applicable Time or, if earlier, the dates as of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to which information is given in the Registration StatementStatement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or operations of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package or and the Final Prospectus other than those described (exclusive of any amendment or referred to thereinsupplement thereto). (dj) The Subsequent to the Applicable Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (k) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably request. (l) Prior to the Closing Date, the Securities shall have been listed and admitted and authorized for trading on Nasdaq Global Select Market, subject to notice of official issuance and satisfactory evidence of such actions shall have been provided to the Underwriter. If any of the conditions specified in this Section 6 shall not have been fulfilled 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 reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Company and the Selling Stockholders in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall have requested and caused be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇at ▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ BMET Investors Offshore Holdings▇▇▇▇, L.P.▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated on the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the UnderwriterDate. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations obligation of the Underwriter to purchase the Securities Notes on the Closing Date shall be subject subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Company and the Selling Stockholders Issuer contained herein as of the Applicable Time date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the Company Issuer and the Selling Stockholders Bank made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Company and Issuer of its obligations to be performed hereunder at or prior to the Selling Stockholders of their respective obligations hereunder Closing Date and to the following additional conditions: (a) The Final ProspectusAt the Closing Date, the Issuer Documents, all other Bank Credit Documents and any supplement thereto, the Letter of Credit shall have been filed with the Commission in the manner duly authorized, executed and within the time period required by Rule 424(b); and any material required to be filed delivered by the Company pursuant to Rule 433(d) under respective parties thereto, and the Act, Offering Circular shall have been filed with delivered to the Commission within the applicable time periods prescribed for such filings by Rule 433; Underwriter, and no stop order suspending the effectiveness none of the Registration Statement or any notice objecting to its use foregoing agreements shall have been issued amended, modified or supplemented so as to materially affect the content thereof, except as may have been agreed to in writing by the Underwriter, and no proceedings for that purpose there shall have been instituted or threatened. (b) The Company shall have requested taken in connection therewith, with the issuance of the Notes, and caused Faegre with the transactions contemplated thereby and by this Note Purchase Agreement, all such actions as ▇▇▇▇▇ ▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion(“Underwriter’s Counsel”), dated shall deem to be necessary and appropriate. (b) At the Closing Date and addressed Date, the Offering Circular shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter. (c) At or prior to the Closing Date, no event shall have occurred or information become known which, in the judgment of the Underwriter, to makes untrue in any material respect any statement or information contained in the Offering Circular or has the effect that: (i) that the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained Offering Circular contains any untrue statement of a material fact or omitted omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading. (d) At or prior to the Closing Date, the Underwriter shall have received an original copy or copies of the following documents, in each case, other than the financial statements case satisfactory in form and other financial information contained therein, as substance to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to in each applicable case conforming in all material respects with any description thereof contained in the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect thatOffering Circular: (i) The Issuer Documents, the Company is Letter of Credit and the other Bank Credit Documents, each duly qualified executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as a foreign corporation may have been agreed to transact business and is in good standing in each jurisdiction in which such qualification is required, whether writing by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse EffectUnderwriter; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws The opinion of the jurisdiction of its organizationBond, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ , PLLC, counsel to the Issuer, dated the Closing Date, satisfactory to the Underwriter and Underwriter’s Counsel; (iii) The enforceability opinion of ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, special co-counsel for to the Selling StockholdersBank, to have furnished dated the Closing Date, satisfactory to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization’s Counsel; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale The securities opinion of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder▇, counsel for Halter & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore HoldingsLLP, L.P.Underwriter’s Counsel, and GS Capital Partners VI Offshore Funddated the Closing Date, L.P.satisfactory to the Underwriter; (v) The opinion of Lemery, certain Greisler, LLC, Esq., counsel to the Bank, dated the Closing Date, to the effect that the description of the Selling StockholdersReimbursement Agreement in the Offering Circular is an accurate summary of that document; (vi) Certificates, to have furnished dated the Closing Date, signed by duly authorized officers of the Bank, satisfactory to the Underwriter their opinions and the Underwriter’s Counsel; (vii) A certificate, dated the Closing Date and addressed Date, signed by a duly authorized officer of the Issuer, satisfactory to the Underwriter and the Underwriter’s Counsel, in the forms reasonably acceptable to the effect that the representations and warranties of the Issuer set forth in Section 3 hereof are true, correct and complete on the date of such certificate; and (viii) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or the Underwriter’s Counsel may request to evidence compliance by the Bank, the Trustee or the Issuer with legal requirements of closing, and to certify the truth and accuracy, as of the Closing Date, of the representations of the Issuer contained herein and the due performance or satisfaction by the Bank, the Trustee and the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. (e) Between the date hereof and the Closing Date, legislation shall not have been enacted by the Congress or be actively considered for enactment by Congress, or recommended to the Congress for enactment by the President of the United States, or introduced or favorably reported for passage to either house of the Congress, and neither a decision, order or decree of a court of competent jurisdiction, nor an order, ruling, regulation or official statement of or on behalf of the Securities and Exchange Commission shall have been rendered or made, with the purpose or effect that the issuance, offering or sale of the Notes or any related security or obligations of the general character of the Notes or any related security as contemplated hereby, or the execution and delivery of the Indenture, is or would be in violation of any provision of, or is or would be subject to registration or qualification requirements under, the Securities Act or the Trust Indenture Act. (f) The Selling Stockholders Between the date hereof and the Closing Date, there shall not have occurred any action by the Comptroller of the Currency, the Federal Reserve Board, the Federal Deposit Insurance Corporation, or any governmental agency or court which calls into question the validity or enforceability of the Letter of Credit. (g) No event shall have requested occurred or fact exist which makes untrue, incorrect or inaccurate, in any material respect as of the time the same purports to speak, any statement or information contained in the Offering Circular, or which is not reflected in the Offering Circular but should be reflected therein as of the time and caused P+P Pöllath + Partnersfor the purpose for which the Offering Circular is to be used in order to make the statements and information contained therein not misleading in any material respect as of such time. (h) None of the following shall have occurred: (i) additional material restriction not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange or such trading shall have been suspended; (ii) the New York Stock Exchange or other national securities exchange, counsel for GS Capital Partners VI Gmbh & Co. KGor the National Association of Securities Dealers, a Selling StockholderInc. or other national securities association, to have furnished or other similar national self-regulatory rule-making board, or any governmental authority, shall impose, as to the Notes or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or change in the net capital requirements of, underwriters; (iii) a general banking moratorium shall have been declared by federal, New York or Ohio authorities; or (iv) a war involving the United States of America, whether or not declared, or any other national or international calamity or crisis, or a financial crisis, shall have occurred, the effect of which, in the judgment of the Underwriter, would make it impracticable to market the Notes or would materially and adversely affect the ability of the Underwriter their opinion dated to enforce contracts for the Closing Date sale of the Notes. (i) All matters relating to this Note Purchase Agreement, the Offering Circular, the Issuer Documents, the other Bank Credit Documents, the Letter of Credit and addressed the consummation of the transactions contemplated by this Note Purchase Agreement and the Offering Circular, shall be satisfactory to and subject to the approval of the Underwriter. If the conditions to the Underwriter’s obligations contained in this Note Purchase Agreement are not satisfied or if the Underwriter’s obligations shall be terminated for any reason permitted herein, this Note Purchase Agreement shall, at the option of the Underwriter, terminate and neither the Underwriter nor the Issuer shall have any further obligations hereunder, except as provided in a form reasonably acceptable tSection 7 with respect to the payment of certain expenses.

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company Republic contained herein, both (i) on, and as though made on, the Selling Stockholders contained herein date hereof and (ii) on, and as of the Applicable Time and though made on, the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders Republic made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Republic of their respective its obligations hereunder performable prior to the Closing Date and to the following additional conditions: (a) The Final ProspectusPrior to the Closing Date, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, or any notice objecting to its use part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened; any request of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Underwriter; and the Prospectus shall have been filed pursuant to the applicable provision of 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) of this Agreement. (b) The Company Head or Acting Head of the Legal Affairs Group of the Dirección General de Crédito Público y Tesoro Nacional of the Ministerio de Hacienda y Crédito Público of the Republic shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their such counsel’s written opinion, dated the Closing Date and addressed to the UnderwriterDate, to the effect that: (i) the Company The Republic has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full power and authority to own, lease execute and operate its properties and conduct its business as described in deliver the Disclosure Package Agreements and the Final ProspectusSecurities, to incur the obligations to be incurred by it as provided herein and therein, and to perform and observe the provisions hereof and thereof on its part to be performed or observed; (ii) The execution, delivery and performance by the Company has an outstanding capitalization as set forth in Republic of the Disclosure Package Agreements and the Final Prospectus (except for subsequent issuancesSecurities have been duly authorized by all necessary action on its part and by all necessary constitutional, if anylegislative, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options executive, administrative and except for repurchases in connection with open market repurchase plans)other governmental action; (iii) the Securities being sold hereunder by the Selling Stockholders The Agreements have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the CompanyRepublic and the Agreements constitute legal, valid and binding obligations of the Republic enforceable in accordance with their terms; (iv) The Securities have been duly authorized, executed, issued and delivered by the Republic in accordance with the Fiscal Agency Agreement, and, assuming due authentication and delivery by the Fiscal Agent, the Securities constitute legal, valid and binding obligations of the Republic enforceable in accordance with their terms; (v) the statements in each The obligations of the Disclosure Package and the Final Prospectus Republic under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents Securities are or will at all times on and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” following the Closing Date be supported by the full faith and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary credit of the legal mattersRepublic and are or will at all times on and following the Closing Date be general, documents or proceedings referred to thereindirect, fairly unconditional, unsecured and unsubordinated External Indebtedness (as defined in the Securities) of the Republic that will rank equal in right of payment with all other present and summarize, in all material respects, future unsecured and unsubordinated External Indebtedness of the matters referred to therein.Republic; (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this AgreementThere is no constitutional provision, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition any provision of any lientreaty, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana convention, statute, law, ruleregulation, regulation decree, court order or similar authority binding upon the Delaware General Corporation Law Republic, nor (to the “Covered Laws”), or, to best of such counsel’s knowledge, ) any judgment, order or decree applicable to the Company or its subsidiaries provision of any federalcontract, Delaware agreement or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over instrument to which the Company or its subsidiaries Republic or any of its or their propertiesGovernmental Agency is a party, which conflictwould be contravened or breached in any material respect, breachor under which a material default would arise or a moratorium in respect of any obligations of the Republic or any Governmental Agency would be effected, violationas a result of the execution and delivery of any of the Agreements, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity issue of the Securities as contemplated herein and in the Prospectus, or the legal authority performance or observance by the Republic of any of the Company to comply with terms of the Securities Agreements or this Agreementthe Securities; (vii) no No consent, approval (including exchange control approval), authorization, order, registration or qualification of or with any court or any such regulatory authority governmental agency or other governmental regulatory body in the United States having jurisdiction under the Covered Laws over the Company Republic is required to be obtained or made for (A) the due execution, delivery and performance by the Company for the sale Republic of any of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement Agreements or the consummation by Securities, (B) the Company validity or enforceability against the Republic of any of the other transactions contemplated by this Agreement nor compliance by Agreements or the Company with Securities, or (C) the applicable provisions thereofissue, sale or delivery of the Securities, except such consentsfor (I) Law 533 of November 11, approvals1999, authorizations(II) the surviving portions of Law 185 of January 27, orders1995 which were not repealed or amended by Law 533 of November 11, registrations or qualifications as may be required by 1999, (III) the securities or Blue Sky laws relevant portions of Law 80 of October 28, 1993, (IV) Law 781 of December 20, 2002, (V) Decree No. 2681 of December 29, 1993 and (VI) Resolution No. 2768 dated November 4, 2005 of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offeredMinisterio de Hacienda y Crédito Público; (viii) To ensure the Company legality, validity, enforceability, priority or admissibility in evidence of each of the Agreements and the Securities in the Republic, it is not an “investment company” necessary that any Agreement or an entity controlled by an “investment company” as such terms are defined the Securities be registered, recorded, published or filed with any court or other authority in the Investment Company Act Republic or be notarized or that any documentary, stamp or similar tax be paid on or in respect of 1940any such Agreements or the Securities, as amendedexcept for (A) the issuance by the Director General of Public Credit of the Ministerio de Hacienda y Crédito Público of a request for publication of (x) Resolution No. 2768 dated November 4, 2005, issued by the Ministerio de Hacienda y Crédito Público in the Diario Oficial of the Republic and (y) a summary of the Agreements in the Diario Unico de Contratación Pública of the Republic, to satisfy the requirement for such publications, (B) notice to the Banco de la República concerning the liability management transaction and (C) in accordance with External Resolution No. 8 of November 19, 2004, issued by the Junta Directiva del Banco de la República, the delivery of written information from the Director General of Public Credit of the Ministerio de Hacienda y Crédito Público to the Junta Directiva del Banco de la República regarding the proposed liability management transaction, each of which shall be effected on or prior to the Closing Date; (ix) The Republic is empowered to issue the Registration Statement became effective Securities. Any failure of the Republic to make the necessary or appropriate provisions in the National Annual Budget for the full and timely payment of any and all amounts due from the Republic under the Act upon filing with Agreements and the Commission; any required filing Securities will not constitute a defense to enforcement of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness obligations of the Registration Statement Republic under the Agreements or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened; andthe Securities; (x) There is no pending or, to such counsel’s knowledge after reasonable inquiry, threatened legal action or proceeding affecting the Republic or any Governmental Agency which (A) might individually or in the aggregate have a material adverse effect on the economic, fiscal or financial condition of the Republic or (B) purports to affect the legality, validity or enforceability of any of the Agreements; (xi) To such counsel’s knowledge after reasonable inquiry, no event has occurred (and is continuing) which, had the Securities already been issued, would (with the giving of notice and/or the passage of time) constitute an Event of Default under the Securities (as defined therein); (xii) There is no income, stamp or other tax, levy, impost, deduction or other charge imposed or levied (whether by withholding or otherwise) by the Republic or any Governmental Agency or other Colombian governmental, revenue or taxing authority or agency on or by virtue of the execution or delivery by the Republic of any Agreement or the Securities, the enforcement hereof or thereof against the Republic, or any payment to be made by the Republic, pursuant hereto or thereto; provided, that, the Securities are held by a non-resident and non-domiciliary of the Republic. (xiii) Under the laws of the Republic, neither the Republic nor any of its property has any immunity from jurisdiction of any court or from set-off or any legal process; provided, that, except as provided under Article 177 of the Código Contencioso Administrativo of the Republic, which does not override Articles 684 or 513 of the Código de Procedimiento Civil and Article 19 of Decree 111 of January 15, 1996 of the Republic, the revenues, assets and property of the Republic located in the Republic are not subject to execution, set-off or attachment. The waiver of immunity by the Republic contained in Section 14 hereof and in the Fiscal Agency Agreement and the Securities and the appointment of the Authorized Agent in Section 14 hereof, Section 19 of the Fiscal Agency Agreement and Section 17 of the Securities, the consents by the Republic to the jurisdiction of the courts specified in Section 14 hereof, Section 19 of the Fiscal Agency Agreement and Section 17 of the Securities, and the provisions that the law of the State of New York shall govern this Agreement and the Fiscal Agency Agreement and the Securities as provided in Section 13 hereof, Section 18 of the Fiscal Agency Agreement and Section 16 of the Securities, are irrevocably binding on the Republic and service of process effected in the manner set forth in Section 14 hereof, Section 19 of the Fiscal Agency Agreement and Section 17 of the Securities will be effective, insofar as Colombian law is concerned, to confer valid personal jurisdiction over the Republic; (xiv) The courts of the Republic would give effect to and enforce a judgment obtained in a court outside of the Republic through a procedural system provided for under Colombian law known as “exequatur”, subject to the provisions of Article 693 of the Código de Procedimiento Civil which requires that there be reciprocity in the recognition of foreign judgments between the courts of the relevant jurisdiction and the courts of the Republic and subject to compliance with the provisions of Article 694 of the Código de Procedimiento Civil. The pertinent provisions of such articles as they would affect a judgment obtained in a foreign court ordering payment of money by the Republic following a failure to pay amounts due and owing under the Agreements or the Securities are as follows: (A) the foreign judgment presented in the Republic for enforcement does not conflict with public order laws of the Republic, (B) the foreign judgment, in accordance with the laws of the country in which it was obtained, is final and a duly certified and authenticated copy has been presented to the court in the Republic, (C) no proceedings are pending in the Republic with respect to the same cause of action, and no final judgment has been awarded in the Republic in any proceeding on the same subject matter and between the same parties and (D) in the proceedings commenced in the foreign court which issued the judgment, the defendant was served in accordance with the law of such jurisdiction and in a manner reasonably designed to give an opportunity to the defendant to defend the action. Proceedings for execution of a money judgment by attachment or execution against any assets or property located in the Republic would be within the exclusive jurisdiction of Colombian courts. A judgment obtained in a foreign court ordering payment of money by the Republic under the Agreements or the Securities would not conflict with public order laws of the Republic; (xv) Each of the Agreements is in proper legal form under the laws of the Republic for the enforcement thereof in the Republic against the Republic; (xvi) The Registration Statement, as amended, and the Prospectus, as amended or supplemented, and their filing with the Commission have been duly authorized by and on behalf of the Republic, and the Registration Statement, as amended, has been duly executed by and on behalf of the Republic, and the information in the Registration Statement, as amended, and the Prospectus, as amended or supplemented, stated on the authority of public officials of the Republic has been stated in their official capacities thereunto duly authorized; (xvii) The statements in the Registration Statement, as amended, and the Prospectus, as amended or supplemented, relating to the Securities and the Fiscal Agency Agreement, insofar as matters of Colombian law are concerned, and all other statements in the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as with respect to which such counsel need express no opinion) comply as to form or involving Colombian law are correct in all material respects with the applicable requirements respects; (xviii) The Refrendación (Acknowledgment) of the Act Agreements and the rules thereunderSecurities by the Contralor General de la República, pursuant to Law 42 of 1993, is not required under Colombian law for the due execution, delivery, performance, validity or enforceability of the Agreements or the Securities. Such The Contralor General de la República is required by law to acknowledge the Agreements and the Securities; provided, that, the Securities have been issued according to Colombian regulations and in compliance with all applicable requirements. The Securities have been so issued and the Agreements have been duly authorized and all necessary actions have been taken to comply with all applicable requirements. Pursuant to Colombian law and regulations, the failure by the Contralor General de la República to acknowledge the Agreements and the Securities will not affect the obligations of the Republic in respect of the Securities; and (xix) In addition, such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) have furnished the Registration StatementUnderwriter with a letter, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on dated the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument No information has come to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required ’s attention that causes such counsel to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in believe that the Registration Statement, at the Disclosure Package or Final Prospectusrespective times each part became effective, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (viiB) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents No information has come to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledgeattention that causes such counsel to believe that the Prospectus, there are as of the date thereof or on the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state that he or she is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Prospectus (except to the extent expressly set forth in (xvii) above) and that such counsel makes no contractsrepresentation that such counsel has independently verified the accuracy, indenturescompleteness and fairness of such statements (except as aforesaid), mortgages, loan agreements, notes, leases or other instruments required to be described or and that such counsel’s opinions referred to in this subsection (b) are limited to matters of Colombian law and, insofar as the Registration Statementopinion required by this subsection (b) is affected by matters of United States or New York law, it may be given in reliance upon the Disclosure Package opinion required by subsection (c) of this Section 6 and that, insofar as the foregoing opinions relate to the legality, validity, binding effect or enforceability of any agreement or obligation of the Final Prospectus Republic, such counsel has assumed that each party to such agreement or obligation other than the Republic has satisfied those described legal requirements that are applicable to it to the extent necessary to make such agreement or referred to thereinobligation enforceable against it. (dc) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for to the Selling StockholdersRepublic, to shall have furnished to the Underwriter their opinion written opinion, dated the Closing Date and addressed to the UnderwriterDate, to the effect that: (i) each Assuming that the Securities have been duly authorized, executed, authenticated, issued and delivered against payment therefor, the Securities constitute valid, binding and enforceable obligations of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing andRepublic, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, to the extent such concept exists general principles of equity (whether enforcement is considered in the relevant jurisdiction, a proceeding in good standing under the equity or at law) and to possible judicial action giving effect to governmental actions or foreign laws of its jurisdiction of organizationaffecting creditors’ rights; (ii) Assuming that the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Fiscal Agency Agreement has been duly authorized, executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is the parties thereto, the Fiscal Agency Agreement constitutes a “clearing corporation” as defined in Section 8-102(a)(5) valid, binding and enforceable agreement of the UCCRepublic, subject to applicable bankruptcy, insolvency and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities similar laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable taffecting creditors’ rights gen

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time Execution Time, the Closing Date and the any Option Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, counsel for the Company, to have furnished to the Underwriter their opinionits opinions and negative assurance letter, each dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable to the Underwriter. (c) The Underwriter shall have received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriter, such opinion or opinions and negative assurance letter, each dated the Closing Date and addressed to the Underwriter, with respect to the issuance and sale of the Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Underwriter a certificate of the Company, signed by the Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement each Preliminary Prospectus, the Prospectus and any amendment or supplement 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 Closing Date with the same effect as if made on the Closing Date and the Company has been duly incorporated complied with all the agreements and is validly existing as a corporation in good standing under satisfied all the laws of conditions on its part to be performed or satisfied at or prior to the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final ProspectusClosing Date; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 under Section 8A of the Securities Act have been instituted or or, to the Company’s knowledge, threatened; and (xiii) since the Registration Statement date of the most recent financial statements included in the Statutory Prospectus and the Final Prospectus (other exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (e) The Company shall have requested and caused ▇▇▇▇▇▇ to have furnished to the Underwriter, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Underwriter, confirming that they are a registered public accounting firm that is independent with respect to the Company within the meaning of the Act and the Exchange Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the audited financial statements of the Company for the period from December 8, 2020 (date of inception) through December 31, 2020, provided, however, that the cutoff date shall not be more than two business days prior to such Execution Time or Closing Date, as applicable, and stating in effect that: (i) in their opinion the documents incorporated by reference therein, the audited financial statements and other financial statement schedules included in the Registration Statement, the Statutory Prospectus and statistical information contained therein, as to which such counsel need express no opinion) the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the related rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) and regulations adopted by the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect;Commission; and (ii) each Significant Subsidiary has been duly incorporated they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or organized and statistical nature (which is validly existing in good standing under limited to accounting, financial or statistical information derived from the laws general accounting records of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iiiCompany) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described set forth in the Registration Statement, the Disclosure Package or Final Statutory Prospectus and the Prospectus, including the information set forth under the captions “Dilution” and “Capitalization” in the Statutory Prospectus and the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto). (g) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably request. (h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (i) The Securities shall be duly listed subject to notice of issuance on the Exchange, satisfactory evidence of which shall have been provided to the Underwriter. (j) On the Effective Date, the Company shall have delivered to the Underwriter executed copies of the Founder’s Purchase Agreement. On or prior to the Closing Date, the Company will deliver to the Underwriter executed copies of the Trust Agreement, the Warrant Agreement, the Insider Letter and the Registration Rights Agreement. (k) At least one Business Day prior to the Closing Date, the Sponsor shall have caused $6,000,000 of the purchase price for the Private Placement Units to be filed deposited into the Trust Account, with the remainder being deposited into the Company’s operating accounts at a financial institution to be chosen by the Company. (l) No order preventing or suspending the sale of the Units in any jurisdiction designated by the Underwriter pursuant to Section 5(g) hereof shall have been issued as an exhibit theretoof the Closing Date, which is not described and no proceedings for that purpose or filed under Section 8A of the Securities Act shall have been instituted or shall have been threatened. (m) The several obligations of the Underwriter to purchase Option Securities hereunder are subject to the delivery to the Underwriter on the applicable Option Closing Date of the following: (i) a certificate signed by the Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Option Closing Date, confirming that the certificate delivered on the Closing Date pursuant to Section 6(d) hereof remains true and correct as requiredof such Option Closing Date; (viii) the documents incorporated by reference in the Disclosure Package opinions and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements negative assurance letter of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, counsel for the Company, dated the Option Closing Date, relating to the Option Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(b) hereof; (iii) opinions and negative assurance letter of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling StockholdersUnderwriter, to have furnished dated the Option Closing Date, relating to the Underwriter their opinion dated the Option Securities to be purchased on such Option Closing Date and addressed otherwise to the same effect as the opinion required by Section 6(c) hereof; (iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ substantially in the same form and Caldersubstance as the letter furnished to the Underwriter pursuant to Section 6(e) hereof; provided that the cutoff date shall not be more than two business days prior to such Option Closing Date; (v) on each Option Closing Date, the Sponsor shall have caused to be deposited into the Trust Account a portion of the purchase price for the additional Private Placement Units equal to 2.0% of the aggregate purchase price for any Option Securities to be issued and sold on such Option Closing Date, up to a maximum of $900,000.00 in the aggregate for all Option Closing Dates taken together; and (vi) such further information, certificates and documents as Underwriter may reasonably request with respect to the issuance of such Option Securities. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions, negative assurance letters and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. 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 6 shall be delivered at the office of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriter, at ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ BMET Investors Offshore Holdings▇. ▇▇▇▇▇▇▇▇▇, L.P.unless otherwise indicated herein, and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated on the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the UnderwriterDate. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter Underwriter’s obligation to purchase the Securities Notes shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [_________], 201[_] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Trust Agreement, the Servicing Agreement, the Indenture and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of the Company in this Agreement and in the Indenture are true and correct in all material respects; and (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarizehas, in all material respects, complied with all the matters referred to therein. (vi) neither agreements and satisfied all the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or conditions on its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required part to be obtained performed or made by the Company for the sale of the Securities by the Selling Stockholders satisfied hereunder at or prior to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company 6.4 [_______________] shall have requested delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of such certificate has examined the Trust Agreement, the Servicing Agreement, the Indenture and caused its General Counselthis Agreement and that, ▇▇▇▇ ▇. to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of such certificate has examined the Trust Agreement, the Servicing Agreement, the Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Selling StockholdersCompany and [_______________], to have furnished to the Underwriter their opinion dated the Closing Date and addressed substantially to the effect set forth in Exhibit A, and the opinion of [_________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [______________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter’s counsel, to the effect that: that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (ior incorporated by reference) each in the Prospectus Supplement under the captions “Description of the Selling Stockholders listed on Schedule IV (the Mortgage Pool”, “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery Description of the Underwriting Agreement have been duly authorized by each Agreements,” “Description of the Domestic Selling Stockholders, Securities” and “Yield and Prepayment Considerations” agrees with the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) records of the UCC, Company and [_______________] excluding any questions of legal interpretation and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor letter prepared pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws4.4(f). (e) 6.9 The Selling Stockholders Notes shall have requested and caused been rated [“AAA” by Fitch Ratings, (“Fitch”)], [“AAA” by Standard & Poor’s (“S&P”)], [“Aaa” by ▇▇▇▇▇’▇ Investor Service (“Moody’s”)] and Calder[“AAA” by DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [____________], counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions Trustee, dated the Closing Date and addressed Date, substantially to the Underwritereffect set forth in Exhibit C. 6.11 You shall have received from [_________], in the forms reasonably acceptable associate counsel to the Underwriter. (f) The Selling Stockholders Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [__________] to rate the Notes, or you shall have requested been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form documents as you may reasonably acceptable trequest.

Conditions to the Obligations of the Underwriter. The obligations obligation of the Underwriter to purchase and pay for the Securities shall Offered Certificates will be subject to the accuracy of the representations and warranties on the part of the Company Bank herein on the date hereof and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of officers of the Company and the Selling Stockholders Bank made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Bank of their respective its obligations hereunder and to the following additional conditionsconditions precedent: (a) On or prior to the date hereof the Underwriter shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ verifying the accuracy of such financial and statistical data contained in the Prospectus as the Underwriter shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Underwriter shall have received a letter dated the Closing Date confirming the Procedures Letter and providing additional comfort on such new data; (b) The Final Prospectus, and any supplement thereto, Prospectus Supplement shall have been filed with the Commission in the manner and within the time period required by Rule 424(b)) of the Rules and Regulations; and any material required prior to be filed by the Company pursuant to Rule 433(d) under the ActClosing Date, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.; (bc) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, The Chase Manhattan Bank or The Chase Manhattan Corporation which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates or makes it impractical to market the Offered Certificates; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, The Chase Manhattan Bank or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by Federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Offered Certificates; (d) The Company Underwriter shall have requested received opinions, dated the Closing Date and caused Faegre reasonably satisfactory, when taken together, in form and substance to the Underwriter, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP& ▇▇▇▇▇▇▇▇, special counsel to the Bank and the General Partner, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Underwriter, with respect to such matters as are customary for the Companytype of transaction contemplated by this Agreement; (e) The Underwriter shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, to have furnished special counsel to the Underwriter their opinionBank, dated the Closing Date and addressed satisfactory in form and substance to the Underwriter, with respect to certain matters relating to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws transfers of the State Receivables from the Bank to the Trust and with respect to a grant of Delawarea security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, Special Counsel to the Trust, with power respect to the perfection of the Trust's and authority to own, lease and operate its properties and conduct its business as described the Indenture Trustee's interests in the Disclosure Package and the Final ProspectusReceivables; (iif) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuancesThe Underwriter shall have received from ▇▇▇▇▇▇, if any▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant counsel to the exercise of options Underwriter, such opinion or opinions, dated the Closing Date and except for repurchases satisfactory in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly form and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders substance to the Underwriters pursuant Underwriter, with respect to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or Offered Certificates, the legal authority Registration Statement, the Prospectus and other related matters as the Underwriter may require, and the Bank shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; (g) The Underwriter shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Company Bank, dated the Closing Date and reasonably satisfactory in form and substance to comply the Underwriter, with respect to such matters as are customary for the Securities or type of transaction contemplated by this Agreement; (viih) no consentThe Underwriter shall have received an opinion of counsel to the Indenture Trustee, approval, authorization, order, registration or qualification of or dated the Closing Date and satisfactory in form and substance to the Underwriter with any court or any respect to such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company matters as are customary for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by Agreement; In rendering such opinions, counsel to the Company with Indenture Trustee may rely on the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws opinion of the various statesoffice of the general counsel to the Indenture Trustee. (i) The Underwriter shall have received an opinion of counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Act Underwriter and its counsel, dated the securities laws Closing Date and satisfactory in form and substance to the Underwriter, with respect to such matters as are customary for the type of any jurisdiction outside the United States in which the Securities are offeredtransaction contemplated by this Agreement; (viiij) the Company is not an “investment company” or an entity controlled The Certificates have been rated "A+" by an “investment company” as such terms are defined in the Investment Company Act of 1940Standard & Poor's, as amendedA2 by Moody's and "A+" by Fitch; (ixk) The Underwriter shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the Registration Statement became effective under the Act upon filing with the Commission; any required filing representations and warranties of the Base ProspectusBank in this Agreement are true and correct in all material respects on and as of the Closing Date, any Preliminary Prospectus (ii) that the Bank 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, (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Final ProspectusTrust Agreement, and any supplements thereto, pursuant to Rule 424(b(iv) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, that 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 have been instituted or threatened; and are threatened by the Commission, (xv) that, subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained does not contain any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading; (l) On the Closing Date, $966,000,000 aggregate amount of Notes shall have been issued and sold pursuant to the Note Underwriting Agreement; and (viim) all descriptions in the Registration StatementThe Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, the Disclosure Package "P-1" by Moody's and "F-1+" by Fitch, and the Final Prospectus of contracts Class A-2 Notes, Class A-3 Notes and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders Class A-4 Notes shall have requested been rated "AAA" by Standard & Poor's, Aaa by Moody's and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to "AAA" by Fitch. The Bank will furnish the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) or cause the Underwriter acquires its interest in the Securities it has purchased without notice to be furnished, with such number of any adverse claim (within the meaning conformed copies of Section 8-105 of the UCC)such opinions, certificates, letters and documents as the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws)reasonably requests. (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter Underwriter’s obligation to purchase the Securities Certificates shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 201[__] there shall have been no material adverse change (not in the ordinary course of business) in the condition of the Company or [_______________]. 6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarizehas, in all material respects, complied with all the matters referred to therein. (vi) neither agreements and satisfied all the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or conditions on its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required part to be obtained performed or made by the Company for the sale of the Securities by the Selling Stockholders satisfied hereunder at or prior to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company 6.4 [_______________] shall have requested delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of such certificate has examined the Pooling and caused its General CounselServicing Agreement and this Agreement and that, ▇▇▇▇ ▇. to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 [[_______________] shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of [_______________] to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of [_______________] contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects.] 6.6 You shall have received the opinion of ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Selling StockholdersCompany and [_______________], to have furnished to the Underwriter their opinion dated the Closing Date and addressed substantially to the effect set forth in Exhibit A, and the opinion of [__________], associate counsel for the Company and [_______________], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.7 You shall have received a negative assurance letter regarding the Prospectus from [_________________], counsel for the Underwriter and [_______________], in form satisfactory to you. 6.8 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter’s counsel, to the effect that: that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth (ior incorporated by reference) each in the Prospectus Supplement under the captions “Description of the Selling Stockholders listed on Schedule IV (the Mortgage Pool”, “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution Pooling and delivery Servicing Agreement,” “Description of the Underwriting Agreement have been duly authorized by each Certificates” and “Yield and Prepayment Considerations” agrees with the records of the Domestic Selling Stockholders, Company and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) [_______________] excluding any questions of the UCC, legal interpretation and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor letter prepared pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws4.4(f). (e) 6.9 The Selling Stockholders Class A Certificates shall have requested and caused been rated “AAA” by [Fitch Ratings, (“Fitch”)], “AAA” by [Standard & Poor’s (“S&P”)], “Aaa” by [▇▇▇▇▇’▇ Investor Service (“Moody’s”)] and Calder“AAA” by [DBRS, Inc. (“DBRS”)]. 6.10 You shall have received the opinion of [_________], counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions Trustee, dated the Closing Date and addressed Date, substantially to the Underwritereffect set forth in Exhibit C. 6.11 You shall have received from [_________], in the forms reasonably acceptable associate counsel to the Underwriter. (f) The Selling Stockholders Company, a reliance letter with respect to any opinions delivered to any rating agency that is hired by the Company or [________] to rate the Certificates, or you shall have requested been listed as an addressee on any such opinions. The Company will furnish you with conformed copies of the above opinions, certificates, letters and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form documents as you may reasonably acceptable trequest.

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities shall be are subject to the accuracy of condition that the representations and warranties Registration Statement shall remain effective on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time date hereof and the Closing Date, Date and no stop order with respect to the accuracy effectiveness of the statements Registration Statement shall have been issued under the Securities Act nor any proceedings initiated under Sections 8(d) or 8(e) of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereofSecurities Act, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:. (a) The Final ProspectusSubsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice 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 any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (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 operations of the Company and its subsidiaries, taken as a whole, and the Fund from that set forth in the Time of Sale Prospectus and Prospectus (exclusive of any supplement theretoamendments or supplements thereto subsequent to the date of this Agreement) that, shall have been filed with in the Commission Underwriter’s judgment, is material and adverse and that makes it, in the Underwriter’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus and within Prospectus. (b) The Underwriter shall have received on the time period required by Rule 424(b); Closing Date a certificate dated the Closing Date and any material required to be filed signed by the Company pursuant chief executive officer and chief financial officer of the Company, (i) that such officers have carefully reviewed the Registration Statement, the Time of Sale Prospectus and the Prospectus and, to Rule 433(dthe best knowledge of such officers, the representations set forth in Sections 1(a)-(d) under hereof are true and correct, (ii) to the Acteffect set forth in Section 5(a) above, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and (iii) that no stop order suspending with respect to the effectiveness of the Registration Statement or has been issued under the Securities Act nor any notice objecting to its use shall proceedings have been issued initiated under Sections 8(d) or 8(e) of the Securities Act and no (iv) that the representations and warranties of the Company contained in this Agreement are true, correct and complete 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. The officers signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings for that purpose shall have been instituted or threatened. (bc) The Company Underwriter shall have requested and caused Faegre ▇▇▇▇▇ received on the Closing Date, an opinion of ▇▇▇▇▇▇▇ LLP, Maryland counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to in the Underwriter, to the effect that:form attached hereto as Exhibit B. (id) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders The Underwriter shall have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and received on the Closing Date, included or includes any untrue statement an opinion and letter of a material fact or omitted or omits to state a material fact necessary to make the statements thereinPaul, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General CounselHastings, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, outside counsel to the Company, dated the Closing Date in the form attached hereto as Exhibit C. (e) The Underwriter shall have received on the Closing Date, an opinion and letter of O’Melveny & ▇▇▇▇▇ LLP, counsel for the Selling StockholdersUnderwriter, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdictionDate, in good standing under the laws of its jurisdiction of organization; (ii) the execution form and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable substance satisfactory to the Underwriter. (f) The Selling Stockholders Underwriter shall have requested received, on each of the date hereof and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KGthe Closing Date, a Selling Stockholderletter dated the date hereof, to have furnished to the Underwriter their opinion dated and the Closing Date in form and addressed substance reasonably satisfactory to the Underwriter, from Ernst & Young 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 or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus provided that the letter delivered on the Closing Date shall use a form “cut-off date” not earlier than the date hereof. (g) The Lock-up Agreements between the Underwriter and the parties set forth on Schedule IV relating to sales and certain other dispositions of shares of Class A Common Stock or certain other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. (h) On or before the Closing Date, the Underwriter and counsel for the Underwriter shall have received such information, documents and opinions as they may reasonably acceptable trequire for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties or the satisfaction of any of the conditions or agreements herein contained. (i) The Shares shall have been approved for listing on the NYSE, subject to official notice of issuance.

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities Certificates shall be subject to the accuracy in all respects of the representations and warranties on the part of the Company and the Selling Stockholders Depositor contained herein as of the Applicable Time date hereof and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders Depositor made in any Officers' certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Depositor of their respective its obligations hereunder and to the following additional conditions: (a) [___________] shall have furnished to the Underwriter opinions, dated the Closing Date, substantially to the effect set forth in Exhibit A. (b) The Final ProspectusDepositor shall have furnished to the Underwriter a certificate of the Depositor, signed by the President, Senior Vice President or any Vice President, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement and the Prospectus and that: (i) The representations and warranties of the Depositor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and any supplement thereto, shall have been filed the Depositor has complied with all the Commission in agreements and satisfied all the manner and within the time period required by Rule 424(b); and any material required conditions on its part to be filed by performed or satisfied at or prior to the Company pursuant to Rule 433(dClosing Date; (ii) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or or, to his knowledge, threatened; and (xiii) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing Nothing has come to their his attention that caused them would lead him to believe that (i) the Registration Statement, on as of the Effective Closing Date, contained contains any untrue statement of a material fact or omitted omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) or that the Disclosure PackageProspectus, as amended or supplemented at of the Applicable TimeClosing Date, contained contains any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits 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 (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Datemisleading. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to [___________] will have furnished to the Underwriter his opinion a letter, dated as of the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbranceDate, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package form and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed substance satisfactory to the Underwriter, to the effect that: (i) each that they have performed certain specified procedures as a result of which they have determined that such information as the Underwriter may reasonably request of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the caption "The Initial Mortgage Loans" and elsewhere therein agrees with the accounting records of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing Depositor and, to where applicable, the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery Mortgage Loan files of the Underwriting Agreement have been duly authorized by each Depositor, excluding any questions of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws)legal interpretation. (ed) The Selling Stockholders Depositor's Home Equity Mortgage Pass-Through Certificates Series [___________], [list classes] Certificates shall have requested and caused been rated "AAA" by [Standard & Poor's, a division of the McGraw-Hill Companies, Inc. ("S&P"), "AAA" Fitch Ratings, Inc. ("▇▇▇▇▇▇ ") and Calder"Aaa" by Moody's Investors Service, counsel for Inc. ("Moody's")]. [The Class M-1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders icates shall have requested been rated "AA+" by S&P, "AA+" by Fitch and caused P+P Pöllath + Partners"Aa1" by Moody's. The Class M-2 Certificates shall have been rated "AA" by S&P, counsel for GS Capital Partners VI Gmbh & Co. KG"AA" by Fitch and "Aa2" by Moody's. The Class M-3 Certificates shall have been rated "AA-" by S&P, a Selling Stockholder"AA-" by Fitch and "Aa3" by Moody's. The Class M-4 Certificates shall have been rated "A+" by S&P, to "A+" by Fitch and "A1" by Moody's. The Class M-5 Certificates shall have furnished to been rated "A" by S&P, "A" by Fitch and "A2" by Moody's. The Class M-6 Certificates shall have been rated "A-" by S&P, "A-" by Fitch and "A3" by Moody's. The Class M-7 Certificates shall have been rated "BBB+" by S&P, "BBB+" by Fitch and "Baa1" by Moody's. The Class M-8 Certificates shall have been rated "BBB" by S&P, "BBB" by Fitch and "Baa" by Moody's. The Class M-9F Certificates and the Underwriter their opinion dated the Closing Date Class M-9A Certificates shall have been rated "BBB-" by S&P, "BBB-" by Fitch and addressed to the Underwriter, in a form reasonably acceptable t"Baa3" by Moody's. The Class A-R Certificates and Class A-RL Certificates shall have been rated "AAA" by S&P.]

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their its written opinion, dated the Closing Date and addressed to the Underwriter, to in substantially the effect that: (i) the Company has been duly incorporated and is validly existing form attached hereto as a corporation in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatened; and (x) the Registration Statement and the Final Prospectus (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date.Exhibit A. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, to Esq. shall have furnished to the Underwriter his opinion written opinion, as Senior Vice President/General Counsel and Corporate Secretary of the Company (and not in his capacity as Chief Financial Officer), dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbranceUnderwriter, in substantially the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed form attached hereto as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein.Exhibit B. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in substantially the forms reasonably acceptable to the Underwriter.form attached hereto as Exhibit C. (fe) The Selling Stockholders Underwriter shall have requested and caused P+P Pöllath + Partnersreceived from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for GS Capital Partners VI Gmbh & Co. KGthe Underwriter, a Selling Stockholdersuch opinion or opinions, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, with respect to the sale of the Securities, the Registration Statement, the Disclosure Package and the Final Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Company, and the Selling Stockholders shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Company shall have furnished to the Underwriter a certificate of the Company, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Final Prospectus, any amendments or 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 Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (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 most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto). (g) Each Selling Stockholder shall have furnished to the Underwriter a certificate, signed by or on behalf of such Selling Stockholder, dated the Closing Date, to the effect that the signer(s) of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus, any Issuer Free Writing Prospectus and any supplements or amendments thereto and this Agreement, and that the representations and warranties of such Selling Stockholder in this Agreement are true and correct in all material respects on and as of the Closing Date to the same effect as if made on the Closing Date. (h) The Company shall have requested and caused Deloitte & Touche LLP to have furnished to the Underwriter, at the Applicable Time and at the Closing Date, letters, dated respectively as of the Applicable Time and as of the Closing Date, in form and substance satisfactory to the Underwriter (x) confirming that it is an independent public accountant under the guidelines of the AICPA and (y) stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Final Prospectus, as of a date not more than three days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters covered by accountants “comfort letters” to underwriters in connection with registered public offerings. (i) Subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (h) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). (j) Prior to the Closing Date, the Company and the Selling Stockholders shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably acceptable trequest. (k) Subsequent to the Applicable Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (l) The Securities shall have been listed and admitted and authorized for trading on the New York Stock Exchange. (m) As of the date of this Agreement, the Underwriter shall have received a “lock-up” agreement addressed to the Underwriter substantially in the form of Exhibit D hereto from each shareholder of the Company listed on Schedule V hereto (each such letter, a “Lock-up Agreement”). If any of the conditions specified in this Section 6 shall not have been fulfilled 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 reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Company and each Selling Stockholder in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriter, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein in this Agreement as of the Applicable Time and Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder under this Agreement and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have been filed with the Commission in the manner and within the time period required by Rule 424(b)) under the Act; and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433433 under the Act; and no stop order suspending the effectiveness of the Registration Statement or the ADR Registration Statement or any notice objecting to its their use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, United States counsel for the Company, to have furnished to the Underwriter (i) its opinion dated the Closing Date and addressed to the Underwriter, substantially in the form of Exhibit B hereto, and (ii) its tax opinion dated the Closing Date and and addressed to the Underwriter, in form and substance satisfactory to the Underwriter. (c) The Company shall have requested and caused ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for the Company, to have furnished to the Underwriter its opinion dated the Closing Date and addressed to the Underwriter, substantially in the form of Exhibit C hereto. (d) The Company shall have requested and caused Fangda Partners, PRC counsel for the Company, to have furnished to the Company its opinion dated the Closing Date, substantially in the form of Exhibit D hereto, together with a consent letter permitting the Company to provide its opinion to the Underwriter; such consent letter shall be in form and substance satisfactory to the Underwriter. (e) The Depositary shall have requested and caused ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Associates, LLP, counsel for the Depositary, to have furnished to the Underwriter its opinion dated the Closing Date and addressed to the Underwriter, substantially in the form of Exhibit E hereto. (f) The Underwriter shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the CompanyUnderwriter, to have furnished to the Underwriter their opinionsuch opinion or opinions, dated the Closing Date and addressed to the Underwriter, with respect to the issuance and sale of the Securities, the Registration Statement, the ADR Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP such documents as it may reasonably request for the purpose of enabling it to pass upon such matters. (g) The Underwriter shall have received from King and Wood, PRC counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Underwriter, with respect to certain issues under PRC law relating to the transactions contemplated hereunder and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to King and Wood such documents as it may reasonably request for the purpose of enabling it to pass upon such matters. (h) The Company shall have furnished to the Underwriter a certificate of the Company, signed by the chairman of the board or the chief executive officer and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the ADR Registration Statement, the Disclosure Package, the Final Prospectus and any amendment or supplement thereto, as well as each electronic road show used in connection with the offering of the Securities, 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 Closing Date with the same effect as if made on the Closing Date and the Company has been duly incorporated complied with all the agreements and is validly existing as a corporation in good standing under satisfied all the laws of conditions on its part to be performed or satisfied at or prior to the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final ProspectusClosing Date; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the ADR Registration Statement or the Registration Statement or of any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or or, to the Company’s knowledge, threatened; and; (xiii) since the Registration Statement date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (other than exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the documents incorporated by reference therein, Disclosure Package and the financial statements Final Prospectus (exclusive of any supplement thereto); and (iv) a true and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements complete copy of the Act and legal opinion of Fangda Partners, PRC counsel for the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration StatementCompany, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on dated the Closing Date, included is attached as an exhibit to such certificate and such opinion has not been amended or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Datewithdrawn. (ci) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, Deloitte Touche & Tohmatsu CPA Ltd. to have furnished to the Underwriter his opinion dated at the Execution Time and at the Closing Date Date, letters, dated respectively as of the Execution Time and addressed as of the Closing Date, in form and substance satisfactory to the Underwriter Underwriter, to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is set forth in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organizationExhibit F, with power respect to the financial statements and authority to own, lease and operate its properties and conduct its business as described certain financial information contained in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is requiredPreliminary Prospectus dated November 22, whether by reason of the ownership or leasing of property or the conduct of business2010, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which Prospectus; provided that the Company or any of its subsidiaries is letter delivered on the Closing Date shall use a party are accurate in all material respects; and “cut-off date” not earlier than the date hereof. (j) Subsequent to the best Execution Time or, if earlier, the dates as of such counsel’s knowledgewhich information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there are no contracts, indentures, mortgages, loan agreements, notes, leases shall not have been (i) any change or other instruments required to be described decrease specified in the letter or letters referred to in paragraph (l) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration StatementStatement (exclusive of any amendment thereof), the Disclosure Package or and the Final Prospectus other than those described (exclusive of any amendment or referred to thereinsupplement thereto). (dk) The Selling Stockholders Deposit Agreement shall be in full force and effect. (l) The Depositary shall have requested furnished or caused to be furnished to the Underwriter certificates satisfactory to the Underwriter evidencing the deposit with the Custodian of the Underlying Shares in respect of which ADSs to be purchased by the Underwriter on such Closing Date are to be issued, and caused the execution, issuance, countersignature (if applicable) and delivery of the ADRs evidencing such ADSs pursuant to the Deposit Agreement and such other matters related thereto as the Underwriter may reasonably request. (m) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably request. (n) The ADSs shall have been approved for listing on the NYSE, subject only to official notice of issuance. (o) The FINRA shall have confirmed that it has not raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby. (p) There shall not be any adverse legislative or regulatory developments related to the M&A Rules and Related Clarifications which in the reasonable judgment of the Underwriter would make it inadvisable to proceed with the public offering or the delivery of the Shares and the ADSs on the terms and in the manner contemplated in this Agreement. (q) The Lock-up Agreements shall be in full force and effect on the Closing Date. If any of the conditions specified in this Section 6 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 reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Underwriter under this Agreement may be canceled at, or at any time prior to, the Closing Date by the Underwriter. 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 6 shall be delivered at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling StockholdersUnderwriter, to have furnished to the Underwriter their opinion dated at Bank of China Tower, 39/F, One Garden Road, Central, Hong Kong, on the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws)Date. (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable t

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities Shares shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Time Closing Date and the Closing Dateany settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 5(a) hereof and a form of the manner Prospectus containing information relating to the description of the Shares and within the time period required by Rule 424(b); method of distribution and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periods prescribed for such filings by Rule 433period; and and, at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its post-effective amendment thereof, and no stop order suspending or preventing the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus shall have been issued and no proceedings for that purpose therefor shall have been instituted initiated or threatenedthreatened by the Commission. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, general counsel for of the Company, to shall have furnished to the Underwriter their a favorable written opinion, as counsel to the Company, addressed to the Underwriter and dated the Closing Date Date, in form and addressed substance reasonably satisfactory to the Underwriter, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws Each of the State of DelawareCompany, with the Bank and, to such counsel’s knowledge, each Other Subsidiary has all corporate or other power and authority necessary to own, lease and operate own or hold its properties property and conduct its business as described in the Disclosure Package and the Final Prospectus; (ii) the The Company has an outstanding authorized capitalization as set forth in the Disclosure Package Prospectus under the caption “Description of Common Stock;” and all of the Final Prospectus (except for subsequent issuancesissued shares of capital stock of each of the Bank and, if anyto such counsel’s knowledge, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders each Other Subsidiary have been duly authorized and validly authorized and issued and are fully paid paid, non-assessable and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered are owned directly or indirectly by the Company; (viii) the statements in each of the Disclosure Package The issue and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by Shares being delivered on the Selling Stockholders to Closing Date and the Underwriters pursuant to this Agreementexecution, nor the consummation delivery and performance by the Company of this Agreement and the consummation of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof hereby will not (A) conflict with, with or result in a breach or violation of any of the terms or provisions of, or imposition constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which any lienof the Company, charge the Bank or, to the best of such counsel’s knowledge, any Other Subsidiary, is a party or encumbrance upon by which the Company, the Bank or, to such counsel’s knowledge, any Other Subsidiary, is bound or to which any of the property or assets of the Company or its subsidiaries pursuant to any Subsidiary is subject, or (AB) result in any violation of the provisions of the charter or by-laws of the Company or (B) any applicable federal Subsidiary or Indiana statuteany statute or any order, law, rule, rule or regulation or the Delaware General Corporation Law (the “Covered Laws”), or, known to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries counsel of any federal, Delaware court or Indiana court, regulatory body, administrative agency, governmental agency or body or other authority having jurisdiction over the Company or its subsidiaries any Subsidiary or any of its their properties or their propertiesassets; except, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause with respect to clauses (A) and (B)) as such clauses apply to the Other Subsidiaries, wouldfor those defaults, individually breaches or in the aggregate, violations that would not reasonably be expected to have a Material Adverse Effect or affect Effect; and, except for the validity registration of the Securities or the legal authority of the Company to comply with Shares under the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except Act and such consents, approvals, authorizations, ordersauthorization, registrations or qualifications as may be required under the Exchange Act and applicable state or foreign securities laws in connection with the purchase and distribution of the Shares by the securities Underwriter, no consent, approval, authorizations or Blue Sky laws order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Company and the consummation of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offeredtransactions contemplated hereby; (viiiiv) Each of the Company and its Subsidiaries has such authorizations of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable environmental laws (each, a “Government Entity”), as are necessary to own, lease, license and operate its respective properties and to conduct its business, except where the failure to have any such authorization or to make any such filing or notice would not, singly or in the aggregate, have a Material Adverse Effect; each such authorization is valid and in full force and effect and, to such counsel’s knowledge, each of the Company and its Subsidiaries is in compliance in all material respects with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and, to such counsel’s knowledge, no event has occurred (including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such authorization; and, to such counsel’s knowledge, such authorizations contain no restrictions that are burdensome to the Company or any of its Subsidiaries; except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a Material Adverse Effect; and (v) To such counsel’s knowledge, except as disclosed or incorporated by reference in the Prospectus, there are no legal or governmental proceedings pending or threatened to which the Company or any Subsidiary is a party or of which any property or assets of the Company or any Subsidiary is the subject which, if determined adversely to the Company or any Subsidiary, might have a Material Adverse Effect on (A) any communication from any Governmental Entity (including the Federal Reserve Board and any other bank, insurance or securities regulatory authority) (1) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, or (2) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, FDIC deposit insurance, and (B) any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter, supervisory letter or similar submission to, any Governmental Entity charged with the supervision or regulation of depository institutions or engaged in the insurance of deposits (including the FDIC) or the supervision or regulation of the Company or any Subsidiary, or any notice that such Governmental Entity is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission; and, to such counsel’s knowledge, no such proceedings are threatened or contemplated by Governmental Entities. (c) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall have furnished to the Underwriter a favorable written opinion, as counsel to the Company, addressed to the Underwriter and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter, to the effect that: (i) Each of the Company and the Bank is validly existing as a corporation and stock savings bank, respectively, in good standing under the laws of its jurisdiction of organization; the Company is not an “investment company” or an entity controlled by an “investment company” duly qualified to do business and is in good standing as such terms are defined a foreign corporation in the Investment Company Act State of 1940, as amendedNew York; (ixii) the The Registration Statement became was declared effective under the Act upon filing Securities Act, the Prospectus was filed with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, Commission pursuant to the subparagraph of Rule 424(b) has been made in of the manner and within the time period required by rule 424(b); Securities Act and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings proceeding for that purpose have been instituted is pending or threatened; andthreatened by the Commission; (xiii) the The Registration Statement and the Final Prospectus and any further amendments or supplements thereto made by the Company prior to such Closing Date (other than the documents incorporated by reference therein, the financial statements and other financial and statistical information contained related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Securities Act and the rules thereunder. Such documents incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the requirements of the Exchange Act; (iv) To such counsel’s knowledge, there are no contracts or other documents that are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act, that have not been so described or filed, and there are no contracts or other documents that are required by the Exchange Act to be described in or filed as exhibits to any document incorporated by reference in the Prospectus that have not been so described or filed; (v) This Agreement has been duly authorized, executed and delivered by the Company; (vi) The issue and sale of the Shares being delivered on the Closing Date and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby will not (A) 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 filed as an exhibit to the Company’s periodic reports filed under the Exchange Act to which any of the Company or the Bank is a party or by which the Company or the Bank is bound or to which any of the property or assets of the Company or the Bank is subject, or (B) result in any violation of the provisions of the charter or by-laws of the Company or the Bank or any statute or any order, rule or regulation known to such counsel shall also state that that nothing has come of any court or governmental agency or body having jurisdiction over the Company or the Bank or any of their properties or assets; (vii) To such counsel’s knowledge, there are no contracts, agreements or understandings between the Company and any person granting such person the right (other than rights which have been waived or satisfied) to their attention that caused them require the Company to believe that (i) file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement, on ; (viii) The Company is registered as a bank holding company under the Effective Date, contained any untrue statement Bank Holding Company Act of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package1956, as amended or supplemented at amended; (ix) The Bank is a member of the Applicable TimeFederal Home Loan Bank of New York, and the deposit accounts of the Bank are insured up to the applicable limits by the FDIC; (x) The Bank is a stock savings bank in good standing under the laws of New York; and (xi) The statements contained any untrue statement in each of a material fact or omitted to state any material fact necessary in order to make the statements therein, Prospectus and the Company’s most recent annual report on Form 10-K under the caption “Regulation and Supervision,” and in the light Prospectus under the caption “Description of the circumstances under which Common Stock,” insofar as they were madedescribe federal statutes, not misleading or (iii) the Final Prospectus, as of its date rules and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements regulations and other financial information contained therein, as to which such counsel need express no belief)legal matters constitute a fair summary thereof. In rendering such opinion, such counsel may rely (A) as state that their opinion is limited to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or governed by the Federal laws of the United StatesStates of America, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers General Corporation Law of the Company State of Delaware and public officialsthe laws of the State of New York. References to the Final Prospectus in this paragraph (b) Such counsel shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and a written statement, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter, to the effect that: that (ix) such counsel has acted as counsel to the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason connection with the preparation of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, and (y) based on the Disclosure Package or Final Prospectusforegoing, or no facts have come to be filed as an exhibit thereto, the attention of such counsel which is not described or filed as required; lead them to believe that (viI) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the CommissionRegistration Statement, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunderEffective Date, and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (vii) all descriptions in , or that the Registration StatementProspectus, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any as of its subsidiaries is date and as of the Closing Date, contained or contains any untrue statement of a party are accurate in all material respects; and fact or omitted or omits to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments state a material fact required to be described stated therein or referred necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (II) any document incorporated by reference in the Registration StatementProspectus or any further amendment or supplement to any such incorporated document made by the Company prior to the Closing Date, when they became effective or were filed with the Commission, as the case may be, contained, in the case of a registration statement which became effective under the Securities Act, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or, in the case of other documents which were filed under the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (III) the Pricing Disclosure Package Package, as of the Applicable Time and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the Final Prospectus other than those described or referred to statements therein, in light of the circumstances under which they were made, not misleading. (d) The Selling Stockholders Underwriter shall have requested received from Weil, Gotshal & ▇▇▇▇▇▇ LLP, as counsel for the Underwriter, a favorable written opinion or opinions, dated the Closing Date and caused addressed to the Underwriter, with respect to the issuance and sale of the Shares, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Underwriter shall have received from ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, P.C., as special regulatory counsel for the Selling StockholdersUnderwriter, to have furnished to the Underwriter their opinion a favorable written opinion, dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, no facts have come to the extent attention of such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming counsel which lead them to believe that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in shall have discovered and disclosed to the Securities it has purchased without notice of any adverse claim (within Company on or prior to such Delivery Date that the meaning of Section 8-105 of the UCC)Registration Statement, the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States Prospectus or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws)Pricing Disclosure Package, or (b) result in any amendment or supplement thereto, contains an untrue statement of a violation of the organizational documents of any Domestic Selling Stockholder, material fact or (c) result in omits to state a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwritermaterial fact which, in the forms reasonably acceptable opinion of such counsel, is required to be stated therein or is necessary to make the Underwriterstatements therein not misleading. (f) The Selling Stockholders Company shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to the Underwriter their opinion a certificate, dated the Closing Date, of its Chief Executive Officer or a Senior Vice President and its Chief Financial Officer stating that: (i) the condition set forth in subsection (a) of this Section 7 has been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 1 hereof are accurate, (iii) as of the Closing Date all agreements, conditions and addressed obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the UnderwriterCompany and the Subsidiaries have not sustained any material loss or interference with their respective businesses or properties from fire, in a form reasonably acceptable tflood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) there are no pro forma or as adjusted financial statements

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities Depositary Shares shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Execution Time and the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions: (a) The If the Registration Statement has not become effective prior to the Execution Time, unless the Representative agrees in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 P.M. New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 P.M. New York City time on such date or (ii) 9:30 A.M. New York City time on the Business Day following the day on which the public offering price was determined, if such determination occurred after 3:00 P.M. New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any supplement theretosuch supplement, shall have been will be filed with the Commission in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre ▇▇▇▇▇ Jenkens & ▇▇▇▇▇▇▇ LLP▇▇▇, a Professional Corporation, counsel for the CompanyCompany and the Operating Partnership, to have furnished to the Underwriter Representative their opinion, dated the Closing Date and addressed to the UnderwriterRepresentative, to the effect that: (i) the The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, Maryland law with all requisite corporate power and authority to ownown and lease its properties and to conduct its business as described in the Final Prospectus. The Company has been duly qualified or registered to do business and is in good standing as a foreign corporation in the states of Arizona, California, Colorado, Delaware, Florida, Georgia, Illinois, Kentucky, Louisiana, Massachusetts, Minnesota, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee and Texas. To such counsel’s knowledge, there are no other jurisdictions in which the ownership or leasing of the Company’s properties or the nature or conduct of its business requires such qualification or registration, except where the failure to do so would not have a Material Adverse Effect. To such counsel’s knowledge, the Operating Partnership or the Company, as applicable, directly or indirectly, owns the percentage equity interests of each of the Subsidiaries as reflected on Schedule II to the Underwriting Agreement. All of the equity interests reflected on Schedule II to the Underwriting Agreement have been duly and validly authorized and issued and, except for general partnership interests, are to such counsel’s knowledge fully paid and non-assessable and are so owned free and clear of any pledge, lien, charge, encumbrance, security interests, preemptive right or other claims, except as set forth in such entity’s governing documents or on Schedule II. (ii) The Operating Partnership has been duly formed and is validly existing under the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”) with all requisite partnership power and authority to own and lease its properties and operate to conduct its business as described in the Final Prospectus. The Operating Partnership has been duly qualified or registered to do business and is in good standing as a foreign limited partnership in the states of Arizona, California, Colorado, Florida, Georgia, Illinois, Kentucky, Louisiana, Maryland, Massachusetts, Minnesota, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee and Texas. To such counsel’s knowledge, there are no other jurisdictions in which the ownership or leasing of the Operating Partnership’s properties or the nature or conduct of its business requires such qualification or registration, except where such failure would not have a Material Adverse Effect. The Company is the sole general partner of the Operating Partnership and owns, directly or indirectly, at least a 95% interest in the Operating Partnership. (iii) Each Significant Subsidiary has been duly formed and is validly existing as a limited partnership or limited liability company in good standing under the laws of its respective jurisdiction of formation. Each such Significant Subsidiary has all requisite partnership or limited liability company power and authority to own and lease its properties and conduct its business as presently conducted. (iv) The Company has all requisite corporate right, power and authority to enter into, deliver and perform the Underwriting Agreement, the Amendment to the Deposit Agreement and the Articles Supplementary, to issue, sell and deliver the Securities as provided in the Final Prospectus and to consummate the transactions contemplated in the Final Prospectus. (v) The Underwriting Agreement, the Amendment to the Deposit Agreement and the Articles Supplementary have been duly authorized, executed and delivered by the Company. (vi) Each consent, approval, authorization, order, license, certificate, permit, registration, designation or filing by or with any governmental agency or body necessary for the valid authorization, issuance, sale and delivery of the Securities, the execution, delivery and performance of the Underwriting Agreement and the Amendment to the Deposit Agreement and the consummation by the Company of the transactions contemplated by the Final Prospectus has been made or obtained and is in full force and effect, except such (i) as may be necessary under state securities or real estate syndication laws or by the NASD in connection with the purchase and distribution of the Securities by the Underwriter, as to which such counsel need express no opinion, or (ii) solely as the same may relate to the Operative Documents, the lack of which would not have a Material Adverse Effect. (vii) Neither the issuance, sale and delivery of the Securities, nor the execution, delivery and performance of this Agreement, the Amendment to the Deposit Agreement and the other documents to be entered into in connection with the transaction contemplated hereby and thereby by the Company, nor the consummation of the transactions contemplated hereby or thereby or in the Final Prospectus, will violate any of the terms and provisions of, or constitute a default under, any of the Operative Documents, the charter (as amended by the Articles Supplementary), articles or certificates of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation or limited liability company agreement, as the case may be, of the Company, the Operating Partnership or any Subsidiary; or, to the knowledge of such counsel, under any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument filed as an exhibit to any required reports, schedules, forms, statements or other documents filed by the Company or the Operating Partnership with the Commission (collectively, the “SEC Reports”), except that any violation of the “Ownership Limit,” as defined in the Company’s articles of amendment and restatement, because of the issuance of the Preferred Stock has been waived by the Company’s board of directors as permitted by such instrument and except for violations or defaults under agreements or instruments which have since been terminated, cured or otherwise satisfied or such violations or defaults as would not have a Material Adverse Effect; or, to the knowledge of such counsel, violate any applicable statute, judgment, decree, order, rule or regulation of any court or governmental agency or body of the United States of America or the State of Texas (provided that no opinion is given with respect to laws regulating alcoholic beverages), except for violations as would not have a Material Adverse Effect; or, to the knowledge of such counsel, result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of any of the foregoing, except for liens, charges, claims or encumbrances which are created by the Operative Documents or which have since been terminated, cured or otherwise would not have a Material Adverse Effect. (viii) The Depositary Shares and the Preferred Stock have been validly authorized by the Company. When the Preferred Stock and the Depositary Receipts evidencing the Depositary Shares representing interests in such Preferred Stock are issued and delivered against payment therefor as provided in the Underwriting Agreement and the Deposit Agreement, the Preferred Stock will be duly and validly issued, fully paid and nonassessable. The deposit of the Preferred Stock by the Company with the Depositary pursuant to the Deposit Agreement has been duly authorized and, when the Depositary Shares are issued and delivered in accordance with the terms of the Underwriting Agreement and the Deposit Agreement, the Depositary Shares will represent legal and valid interests in the Preferred Stock as provided in the Deposit Agreement. Assuming due authorization, execution and delivery of the Amendment to the Deposit Agreement by the Depositary, each Depositary Share will represent the interest described in the Disclosure Package Final Prospectus in a validly issued, outstanding, fully paid and nonassessable share of Preferred Stock. Assuming due execution and delivery of the Depositary Receipts by the Depositary pursuant to the Deposit Agreement, the Depositary Receipts will entitle the holders thereof to the benefits provided therein and in the Deposit Agreement. To such counsel’s knowledge, no person or entity has a right of participation or first refusal with respect to the sale of the Depositary Shares by the Company. The form of certificates evidencing the Preferred Stock comply in all material respects with all applicable requirements of Maryland law. The Depositary Receipts are in due and proper form. (ix) All offers and sales of the Company’s capital stock prior to the date hereof were at all relevant times duly registered under the Act or exempt from the registration requirements of the Act by reason of Sections 3(b), 4(2) or 4(6) thereof, and (with the exception of shares of Common Stock, Series A Preferred Stock, depositary shares representing Series B Preferred Stock and depositary shares representing the Preferred Stock registered under the Act, as to which such counsel need not opine) were duly registered or the subject of an available exemption from the registration requirements of the applicable state securities or blue sky laws. (x) The Company’s authorized, issued and outstanding capital stock is as disclosed in the Final Prospectus; (ii) . All of the issued shares of capital stock of the Company has an outstanding capitalization as set forth have been duly authorized and validly issued, fully paid and nonassessable. The Securities conform to the description thereof contained in the Disclosure Package and Final Prospectus. To the knowledge of such counsel, except as disclosed in the Final Prospectus (except for subsequent issuancesProspectus, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases any grants of options or restricted stock made in connection with open market repurchase the ordinary course of business under the Company’s restricted stock and stock option plans);, there is no outstanding option, warrant or other right calling for the issuance of, and no commitment, plan or arrangement to issue, any shares of capital stock of the Company or any security convertible into or exchangeable for capital stock of the Company. (iiixi) All of the Securities being sold hereunder by the Selling Stockholders issued Units have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has paid. None of the issued Units have been issued or is owned or held in violation of any preemptive rights. The Units to be issued, directly or indirectly, to the Company at the Closing Date have been duly authorized, executed and validly authorized by the Operating Partnership. When issued and delivered by against payment thereof as provided in the Company; (v) the statements in each Partnership Agreement, such Units will be duly and validly issued and fully paid. All of the Disclosure Package outstanding Units have been issued, offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws). The Units to be issued, directly or indirectly, to the Final Prospectus under Company at the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents Closing Date will be issued, offered and Delaware Law”sold in compliance with all applicable laws (including, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” without limitation, federal and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to thereinstate securities laws). (vixii) neither The Company, the sale Operating Partnership and each Significant Subsidiary is not in violation of its respective charter, articles or certificates of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation or limited liability company agreement, as the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to case may be. (Axiii) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to To such counsel’s knowledge, except as described in the Final Prospectus, there is not pending or threatened, any judgmentaction, order suit, proceeding, inquiry or decree investigation against either the Company, the Operating Partnership or any Significant Subsidiary or any of their respective officers and directors or to which the properties, assets or rights of any such entity are subject, which, if determined adversely to any such entity, would individually or in the aggregate have a Material Adverse Effect. (xiv) There are no contracts, leases or other documents known to such counsel of a character required to be described in the Registration Statement or the Final Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed as required. To the knowledge of such counsel, there are no statutes or regulations of the United States of America or the State of Texas (provided that no opinion is given with respect to laws regulating alcoholic beverages) applicable to the Company or its subsidiaries of any federalthe Operating Partnership or certificates, Delaware or Indiana court, regulatory body, administrative agency, governmental body permits or other authority having jurisdiction over the Company authorizations from governmental regulatory officials or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is bodies required to be obtained or made maintained by the Company for the sale such entity, known to such counsel, of the Securities by the Selling Stockholders a character required to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States disclosed in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became or Final Prospectus which have not been so disclosed and properly described therein. (xv) The Depositary Shares have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance. (xvi) The Registration Statement has become effective under the Act upon filing with the Commission; any required filing of the Base Prospectusand, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings proceeding for that purpose have has been instituted or threatened; and (x) is pending or contemplated under the Registration Statement and the Final Prospectus (other Act. Other than the documents incorporated by reference therein, the financial statements and other financial and statistical operating information data and schedules contained therein, as to which counsel need express no opinion, the Registration Statement, the Final Prospectus and any amendment or supplement thereto appear on their face to conform as to form in all material respects with the requirements of Form S-3 under the Act. To the knowledge of such counsel, the conditions for use of a registration statement on Form S-3 set forth in the General Instructions to Form S-3 have been satisfied with respect to the Company and the transactions contemplated by the Underwriting Agreement. (xvii) The Company’s and the Operating Partnership’s SEC Reports (other than financial statements and related schedules and statistical data, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to appear on their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required face to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed responsive in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make under the statements therein not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to thereinExchange Act. (dxviii) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPNeither the Company, counsel for the Selling StockholdersOperating Partnership nor any Significant Subsidiary is, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each or solely as a result of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery consummation of the Underwriting Agreement have been duly authorized transactions contemplated hereby will become, an “investment company,” or a company “controlled” by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a an “clearing corporationinvestment company,” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Investment Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws)of 1940, as amended. (exix) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, statements in the forms reasonably acceptable to Final Prospectus under the Underwriter. (f) The Selling Stockholders shall have requested caption “Description of Series C Preferred Stock and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, a Selling Stockholder, to have furnished to Depositary Shares” fairly summarize the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable tmatters refe

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities under this Agreement shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained set forth herein as of the Applicable Time and date hereof, as of the First Closing Date, and if applicable, as of the Second Closing Date, as the case may be, to the accuracy of the statements of the Company Company's directors and the Selling Stockholders officers made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder hereunder, and to the following additional conditions, except to the extent expressly waived in writing by the Underwriter: (a) The Final ProspectusRegistration Statement shall have been declared effective by the Commission not later than 5:30 p.m. eastern time, and on the date of this Agreement, or such later time as shall have been consented to by the Underwriter, but in any supplement theretoevent not later than 5:30 p.m., eastern time, on the third full business day following the date hereof; if the Company omitted information from the Registration Statement at the time it became effective in reliance on Rule 430A under the Act, the Prospectus shall have been filed with the Commission in the manner and within the time period required by compliance with Rule 424(b); ) and any material required to be filed by the Company pursuant to Rule 433(d) 430A under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use amendment or supplement thereto shall have been issued and issued; no proceedings proceeding for that purpose the issuance of such an order shall have been instituted initiated or threatenedshall be pending or, to the knowledge of the Company or the Underwriter, threatened or contemplated by the Commission or by any jurisdiction in which the Shares have been registered; and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been disclosed to the Underwriter and complied with to the Underwriter's satisfaction. (b) The Company Shares shall have requested been qualified or registered for sale, or subject to an available exemption from such qualification or registration, under the Blue Sky Laws of such jurisdictions as shall have been reasonably specified by the Underwriter and caused Faegre the offering shall have been cleared by the NASD. (c) Since the dates as of which information is given in the Registration Statement and the Prospectus: (i) There shall not have been any material adverse change, or any development involving a prospective material adverse change, in the ability of the Company or the Bank to conduct their respective businesses (whether by reason of any court, legislative, other governmental action, order, decree, or otherwise), or in the general affairs, condition (financial and otherwise) business, prospects, properties, management, financial position or earnings, results of operations, or net worth of the Company or the Bank, whether or not arising from transactions in the ordinary course of business; and (ii) Neither the Company nor the Bank shall have sustained any material loss or interference from any labor dispute, strike, fire, flood, windstorm, accident, or other calamity (whether or not insured) or from any court or governmental action, order, or decree, the effect of which on the Company or the Bank, in any such case described in this clause (c)(ii), is in the reasonable opinion of the Underwriter so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus. (d) There shall have been furnished to the Underwriter on each Closing Date, except as otherwise expressly provided below: (i) An opinion of Stol▇▇▇▇▇ ▇, ▇▇▇▇▇▇ & ▇ark, LLP, Lexington, Kentucky, or English, Luca▇, ▇▇iest & Owsl▇▇, ▇▇wling Green, Kentucky, counsel for the Company, to have furnished in form reasonably satisfactory to the Underwriter their opinionand counsel for the Underwriter, dated the Closing Date and addressed to the UnderwriterUnderwriter and dated as of the First Closing Date or the Second Closing Date, as the case may be, to the effect that: (i1) The Company and the Bank have been duly organized and are validly existing as corporations with active status under the laws of the Commonwealth of Kentucky, with full power and authority (corporate and other) to own, lease, and operate their respective properties and conduct their respective businesses as described in the Registration Statement; the Company has been and the Bank are not required to be qualified to do business in any jurisdiction outside Kentucky; the Company is duly incorporated registered under the BHCA; and the Bank is duly organized and validly existing as a state-chartered banking corporation in good standing under the laws of the State Commonwealth of DelawareKentucky, with full power and authority (corporate and other) to own, lease lease, and operate its properties and conduct its business as described in the Disclosure Package Prospectus and, except as described in the Prospectus, the Bank is not subject to any current formal arrangements or memorandum of understanding with, or cease and desist order by, any bank regulatory agency; (2) The authorized capital stock of the Final Company consists solely of 1,000,000 shares of Common Stock, no par value, and 500 shares of Preferred Stock, no par value, and all such stock conforms to the descriptions thereof in the Registration Statement and Prospectus; (ii3) the Company has an The issued and outstanding capitalization shares of Common Stock are as set forth in the Disclosure Package Registration Statement and the Final Prospectus (except and have been duly authorized and validly issued, and are fully paid and nonassessable and there are no preemptive, preferential, or other rights to subscribe for subsequent issuances, if any, pursuant or purchase any shares of Common Stock or of the Shares to dividend reinvestment be sold by the Company hereunder and no shares of Common Stock have been issued in violation of such rights; there are no restrictions upon the voting or director transfer of the shares of Common Stock or employee stock purchase or benefit plans or the Shares pursuant to the exercise Company's Articles of options Incorporation, bylaws, and other governing documents, or, to the knowledge of counsel after reasonable investigation, any agreement or other instrument to which the Company or the Bank is a party or by which any of them may be bound, except for repurchases as described in connection with open market repurchase plans); (iii) the Securities being sold hereunder by Registration Statement and the Selling Stockholders Prospectus; all of the outstanding shares of the capital stock of the Bank have been duly authorized and validly authorized and issued issued, and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreementknowledge of counsel after reasonable investigation, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition free and clear of any lien, charge claim, encumbrance or encumbrance upon any property or assets security interests; to the knowledge of such counsel after reasonable investigation, all offers, sales and issuances of the capital stock of the Company and the Bank prior to the date hereof were made in compliance with, and were registered under or its subsidiaries pursuant to (A) exempt from, the charter or by-laws registration requirements of the Company Act and were duly registered or (B) any applicable federal or Indiana statutequalified under, law, rule, regulation or the Delaware General Corporation Law (subject of an available exemption from, the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity registration provisions of the Securities or the legal authority of the Company to comply with the Securities or this Agreementapplicable Blue Sky Laws; (vii4) no consentThe certificates for the Shares to be delivered hereunder are in due and proper form and when duly countersigned by the Company's transfer agent, approvaland delivered to the Underwriter or upon the order of the Underwriter against payment therefor in accordance with the provisions of this Agreement, authorizationthe Shares represented thereby will be duly authorized and validly issued, orderfully paid, registration or qualification and nonassessable and, upon the closing of or with the transactions contemplated hereby, and assuming the Underwriter is acquiring the shares in good faith and without notice of any court or adverse claims, the Underwriter will acquire good title to the Shares sold by the Company, free and clear of any such regulatory authority lien, claim, security interest, or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained encumbrance or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offeredrestriction on transfer; (viii5) To the Company is not an “investment company” or an entity controlled by an “investment company” as knowledge of such terms are defined in counsel based on communications with representatives of the Investment Company Act of 1940Commission, as amended; (ix) the Registration Statement became and all post-effective amendments thereto have become effective under the Act upon filing with the Commission; any required filing of the Base ProspectusAct, any Preliminary Prospectus and the Final Prospectusand, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 have been instituted or threatenedare pending or contemplated under the Act, and all filings required by Rule 424 and Rule 430A of the Rules and Regulations have been made; and (x) the Registration Statement Statement, the Prospectus, and the Final Prospectus each amendment or supplement thereto (other than the documents incorporated by reference therein, except for the financial statements and other statistical or financial and statistical information contained therein, data included therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunderRules and Regulations; such counsel has participated in the preparation of the Registration Statement and the Prospectus during the course of which, among other things, such counsel has examined various documents and other papers and participated in conferences with representatives of the Company, with representatives of the Company's independent public accountants, and with your representatives and your counsel, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed. Such counsel shall also state On the basis of the information that that nothing has was developed in the course of such counsel's participation, no facts have come to their the attention that caused them of such counsel which lead it to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Company shall have requested and caused its General Counsel, ▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in either the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed any such amendment or supplement, as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became of their respective effective or were filed with the Commissionissue dates, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an any 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; and misleading or that the Prospectus, as amended or supplemented, if applicable, as of the First Closing Date or the Second Closing Date, as the case may be, contained any 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 in light of the circumstances under which made (vii) all descriptions except for the financial statements and other statistical or financial data included therein as to which such counsel expresses no opinion or belief). In this regard, to counsel's knowledge, there are no material number of outstanding options, warrants, or other rights of any description, contractual or otherwise, entitling any person to receive any class of security from the Company, except as set as forth in the Prospectus. To such counsel's knowledge after reasonable investigation, there are no amendments to the Registration Statement required to be filed or any legal or governmental proceedings pending, or threatened, that are required to be described in the Registration StatementStatement that are not described as required, nor are there any contracts or documents of a character required to be described in the Registration Statement or to be filed as exhibits to the Registration Statement that are not described or filed as required; (6) The Company has full power and authority (corporate and other) to execute, deliver, and perform this Agreement and to issue, sell, and deliver the Shares to be sold by it to the Underwriter as provided herein; this Agreement has been duly authorized, executed, and delivered by the Company, and constitutes a legal, valid, and binding obligation of the Company and is enforceable against the Company in accordance with its terms, except that rights to indemnity or contribution may be limited by applicable laws and except as enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally, and by equitable principles limiting the right to specific performance or other equitable relief; no consent, approval, filing, authorization, registration, qualification or order is necessary in connection with the issue or sale of the Shares by the Company or the consummation of the transactions contemplated by this Agreement (other than such as has been heretofore obtained and such as may be required under the Act, the Disclosure Package Exchange Act, applicable Blue Sky Laws, and the Final Prospectus rules of contracts the NASD); (7) Neither the Company nor the Bank is, or with the giving of notice or the lapse of time or both would be, in violation or breach of, or in default under, nor will the execution or delivery of, or performance and consummation of the transactions contemplated by this Agreement (including the offer, sale or delivery of the Shares) conflict with, or result in a violation or breach of, or constitute a default under, any provision of the Articles of Incorporation, bylaws (as amended or restated), or other governing documents of the Company or the Bank or any provision of any material agreement, contract, mortgage, deed of trust, lease, loan agreement, indenture, note, bond, other evidence of indebtedness, or any other material agreement or instrument known to such counsel after reasonable investigation to which the Company or any of its subsidiaries the Bank is a party are accurate in all material respects; and or by which any of them is bound, or to which any of their properties is subject, nor will the performance by the Company of its obligations hereunder violate any statute, rule, regulation, order, or decree applicable to the best Company or the Bank of such counsel’s knowledgeany court or any regulatory body, there administrative agency, or other governmental body having jurisdiction over the Company, the Bank or any of their respective properties, or any order of any court or governmental agency or authority entered in any proceeding to which the Company or the Bank was or is now a party or by which it is bound, except those, if any, described in the Prospectus or which would not result in a Material Adverse Effect; (8) There are no contracts, indentures, mortgages, loan agreements, notes, leases holders of shares of Common Stock or other instruments required securities of the Company having rights to be described or referred to have such securities included for registration in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii9) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any No consent, approval, filing, authorization, registration registration, qualification, or qualification order of or with any court or governmental authority agency or body (including any bank regulatory agency) is required for the issue and sale of the United States Shares or in connection with the State consummation of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Acttransactions contemplated in this Agreement, in each case, that in other than as such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected made, except the registration of the Shares under the Act Act, and the Exchange Act (but such counsel need not express any opinion relating to any consents, approvals, authorizations, registrations, or qualifications as may be required under state securities or Blue Sky laws)Laws in connection with the purchase and distribution of the Shares by the Underwriter and the clearance of such offering by the NASD as to which counsel does not express an opinion; (10) The Bank is the only subsidiary of the Company and the Company does not own any equity interest in any other corporation, joint venture, proprietorship, or (b) result other commercial entity or organization except as described in a violation the Registration Statement; and, to the knowledge of such counsel after reasonable investigation, the Company owns beneficially and of record all of the organizational documents outstanding capital stock of the Bank free and clear of any Domestic Selling Stockholderclaim, lien, encumbrance, or security interest; (c11) result The Company and the Bank have and hold, and are in substantial compliance within all material respects, all permits required under all laws, rules, and regulations in connection with their respective businesses, and all of such Permits are in full force and effect; and there is no pending proceeding, and neither the Company nor the Bank has received notice of any threatened proceeding, relating to the revocation or modification of any such Permit. Neither the Company nor the Bank is or has been (by virtue of any action, omission to act, contract to which it is a party or by which it is bound, or any occurrence or state of facts whatsoever) in violation of any United States federal applicable federal, state, municipal, or New York State law local statutes, laws, ordinances, rules, regulations, and/or orders issued pursuant to foreign, federal, state, municipal, or published rule local statutes, laws, ordinances, rules, or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance regulations (but such counsel need not express any opinion including those relating to any aspect of banking, bank holding companies, environmental protection, occupational safety and health, and equal employment practices) heretofore or currently in effect, including, without limitation, the United States federal securities laws KDFI Order, the FDIC Order, and the Federal Reserve Board Approval, all as described in Section 2(f) above, except any such violation that has been fully cured or any state securities satisfied without recourse or Blue Sky laws).that is not reasonably likely to have a Material Adverse Effect; (e12) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the Underwriter. (f) The Selling Stockholders shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh & Co. KG, Company is not an "investment company" or a Selling Stockholder, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable tcompany "controlled" by an "investme

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Securities Stock shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Applicable Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, shall have has been filed with the Commission in the manner and within the time period required by Rule 424(b); and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Company has paid the fees required by the Commission relating to the Stock within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Faegre W▇▇▇▇▇ ▇▇▇▇▇▇ P▇▇▇▇▇▇▇▇ ▇▇▇▇ and D▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, each in form and substance satisfactory to the Underwriter, to the effect set forth in Exhibit B hereto. (c) The Underwriter shall have received from Sidley Austin LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Underwriter, with respect to the issuance and sale of the Stock, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Underwriter a certificate of the Company, signed by the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, the Disclosure Package and any supplements or amendments 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 Closing Date with the same effect as if made on the Closing Date and the Company has been duly incorporated complied with all the agreements and is validly existing as a corporation in good standing under satisfied all the laws of conditions on its part to be performed or satisfied at or prior to the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final ProspectusClosing Date; (ii) the Company has an outstanding capitalization as set forth in the Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to dividend reinvestment or director or employee stock purchase or benefit plans or pursuant to the exercise of options and except for repurchases in connection with open market repurchase plans); (iii) the Securities being sold hereunder by the Selling Stockholders have been duly and validly authorized and issued and are fully paid and nonassessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the statements in each of the Disclosure Package and the Final Prospectus under the captions “Description of Common Stock,” “Important Provisions of Our Governing Documents and Delaware Law”, “Risk Factors—Anti-takeover provisions in our organizational documents could delay or prevent a change of control” and “Risk Factors—Our Restated By-Laws designate certain Delaware courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees”, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein. (vi) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of the Company or (B) any applicable federal or Indiana statute, law, rule, regulation or the Delaware General Corporation Law (the “Covered Laws”), or, to such counsel’s knowledge, any judgment, order or decree applicable to the Company or its subsidiaries of any federal, Delaware or Indiana court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties, which conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with the Securities or this Agreement; (vii) no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental body in the United States having jurisdiction under the Covered Laws over the Company is required to be obtained or made by the Company for the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement or the consummation by the Company of the other transactions contemplated by this Agreement nor compliance by the Company with the applicable provisions thereof, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required by the securities or Blue Sky laws of the various states, the Act and the securities laws of any jurisdiction outside the United States in which the Securities are offered; (viii) the Company is not an “investment company” or an entity controlled by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the Registration Statement became effective under the Act upon filing with the Commission; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by rule 424(b); to the knowledge of such counsel, 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 pursuant to Section 8A of the Securities Act have been instituted or, to the Company’s knowledge, threatened; (iii) the Company has not received any notice of objection of the Commission to the use of the Registration Statement or threatenedany post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (xiv) since the Registration Statement and date of the Final Prospectus (other than the documents most recent financial statements included or incorporated by reference therein, the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. Such counsel shall also state that that nothing has come to their attention that caused them to believe that (i) the Registration Statement, on the Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, as amended or supplemented at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light Prospectus (exclusive of the circumstances under which they were madeany supplement thereto), not misleading or (iii) the Final Prospectus, as of its date and on the Closing Date, included or includes any untrue statement of a there has been no material fact or omitted or omits to state a material fact necessary to make the statements therein, adverse change in the light of the circumstances under which they were madecondition (financial or otherwise), not misleading (in each caseearnings, other than the financial statements and other financial information contained thereinbusiness, as to which such counsel need express no belief). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the corporate law of the State of Delaware properties or the Federal laws of the United States, to the extent they deem proper and as specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers prospects of the Company and public officials. References to its subsidiaries, taken as a whole, whether or not arising from transactions in the Final ordinary course of business or otherwise, except as set forth in or contemplated in the Disclosure Package and the Prospectus in this paragraph (b) shall also include exclusive of any supplements thereto at the Closing Datesupplement thereto). (ce) The Company shall have requested and caused its General Counsel, furnished to the Underwriter the opinion or opinions of S▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to have furnished the Company’s General Counsel (or such other in-house legal officer or officers acceptable to the Underwriter his opinion dated the Closing Date and addressed to the Underwriter to the effect that: (i) the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredUnderwriter), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have a Material Adverse Effect; (ii) each Significant Subsidiary has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its organization, with power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; (iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interest of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law) is owned signed by the CompanyGeneral Counsel or such counsel or counsels, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iv) neither the sale of the Securities by the Selling Stockholders to the Underwriters pursuant to this Agreement, nor the consummation by the Company of the transactions herein contemplated nor the fulfillment by the Company of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to (A) the charter or by-laws of any Significant Subsidiary or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other financial agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, which such conflict, breach, violation, lien, charge or encumbrance, in the case of clause (B), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or affect the validity of the Securities or the legal authority of the Company to comply with this Agreement; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Disclosure Package and the Final Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (vi) the documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents 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 not misleading; and (vii) all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of contracts and other documents to which the Company or any of its subsidiaries is a party are accurate in all material respects; and to the best of such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the Disclosure Package or the Final Prospectus other than those described or referred to therein. (d) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Underwriter their opinion dated the Closing Date and addressed to the Underwriter, to the effect that: (i) each of the Selling Stockholders listed on Schedule IV (the “Domestic Selling Stockholders”) is validly existing and, to the extent such concept exists set forth in the relevant jurisdiction, in good standing under the laws of its jurisdiction of organization; (ii) the execution and delivery of the Underwriting Agreement have been duly authorized by each of the Domestic Selling Stockholders, and the Underwriting Agreement has been duly executed and delivered by each Selling Stockholder; (iii) assuming that (a) DTC is a “clearing corporation” as defined in Section 8-102(a)(5) of the UCC, and (b) the Underwriter acquires its interest in the Securities it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), the Underwriter that has purchased Securities from the Selling Stockholders delivered on the date hereof to DTC, made payment therefor pursuant to the Agreement and has had such Securities credited to a securities account of the Underwriter maintained with DTC will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities, and no action based on an adverse claim may be asserted against the Underwriter with respect to such security entitlement; and (iv) the sale of the Securities by the Selling Stockholders to the Underwriter pursuant to the Agreement does not, and the performance by the Selling Stockholders of their obligations in the Agreement will not, (a) require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York or pursuant to the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act, in each case, that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Exchange Act (but such counsel need not express any opinion relating to any state securities or Blue Sky laws), or (b) result in a violation of the organizational documents of any Domestic Selling Stockholder, or (c) result in a violation of any United States federal or New York State law or published rule or regulation thereunder or the Delaware Revised Uniform Limited Partnership Act or Delaware Limited Liability Company Act that in such counsel’s experience normally would be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the United States federal securities laws or any state securities or Blue Sky laws). (e) The Selling Stockholders shall have requested and caused ▇▇▇▇▇▇ and Calder, counsel for ▇▇▇▇▇▇▇ ▇▇▇▇▇ BMET Investors Offshore Holdings, L.P., and GS Capital Partners VI Offshore Fund, L.P., certain of the Selling Stockholders, to have furnished to the Underwriter their opinions dated the Closing Date and addressed to the Underwriter, in the forms reasonably acceptable to the UnderwriterExhibit C hereto. (f) The Selling Stockholders Company shall have requested and caused P+P Pöllath + Partners, counsel for GS Capital Partners VI Gmbh Deloitte & Co. KG, a Selling Stockholder, Touche LLP to have furnished to the Underwriter their opinion dated Underwriter, at the Execution Time and at the Closing Date Date, letters, (which may refer to letters previously delivered to the Underwriter), dated respectively as of the Execution Time and addressed as of the Closing Date, in form and substance satisfactory to the Underwriter, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Base Prospectus, the Registration Statement and the Prospectus. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any supplement thereto) and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business or otherwise, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Stock as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any supplement thereto) and the Prospectus (exclusive of any supplement thereto). (h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) The New York Stock Exchange shall have approved the Stock for listing, subject only to official notice of issuance. (j) The Lock-Up Agreements between the Underwriter and the officers of the Company set forth on Schedule II, delivered to the Underwriter on or before the date of this Agreement, shall be in full force and effect on the Closing Date. All opinions, letters, evidence and certificates 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 acceptable tsatisfactory to counsel for the Underwriter.