Common use of Authority to Determine Terms of Offering Clause in Contracts

Authority to Determine Terms of Offering. You authorize the Manager to act as manager of the Offering of the Securities by the Underwriters (the "Underwriters' Securities" or by the Issuer or Seller pursuant to delayed delivery contracts (the "Contract Securities"), if any contemplated by the Underwriting Agreement. You authorize the Manager (i) to purchase any or all of the Firm Securities and Additional Securities for the accounts of the several Underwriters pursuant to the Underwriting Agreement, (ii) to agree, on your behalf and on behalf of the Co-Managers, to any addition to, change in or waiver of any provision of, or the termination of, the Underwriting Agreement or any Intersyndicate Agreement (other than an increase in the Purchase Price or in your Original Purchase Obligation to purchase Securities, in either case from that contemplated by the applicable AAU), (iii) to add or remove prospective Underwriters from the syndicate, or to add to or remove prospective Dealers (defined below) or Reallowance Dealers from participation in the Offering, (iv) to exercise, in the Manager's discretion, all of the authority vested in the Manager in the Underwriting Agreement and (v) except as described below in this Section 3(a), to take any other action deemed advisable by the Manager in respect of the Offering (including, without limitation, actions and communications with the Commission, the National Association of Securities Dealers, Inc. (the "NASD"), state blue sky or securities commissions, stock exchanges and other regulatory bodies or organizations). If, in accordance with the terms of the applicable AAU, the Offering of the Securities is at varying prices based on prevailing market prices or prices related to prevailing market prices or at negotiated prices, you authorize the Manager to determine, on your behalf in the Manager's discretion, any Offering Price and the Fees and Commissions applicable to the Offering from time to time. You authorize the Manager on your behalf to arrange for any currency transactions (including forward and hedging currency transactions) as the Manager deems necessary to facilitate settlement of the purchase of the Securities, but you do not authorize the Manager on your behalf to engage in any other forward or hedging transactions in connection with the Offering unless such transactions are specified in an applicable AAU or otherwise consented to by you. You further authorize the Manager, subject to the provisions of Section 1(b) hereof, (i) to vary the offering terms of the Securities in effect at any time, including, if applicable, the Offering Price and Fees and Commissions set forth in the applicable AAU, (ii) to determine, on your behalf, the Purchase Price and (iii) to increase or decrease the number, amount or percentage of Securities being offered. Notwithstanding the foregoing provisions of this Section 3(a), the Manager shall notify the Underwriters, before signing the applicable Underwriting Agreement, of any provision in the Underwriting Agreement that could result in an increase in the amount or percentage of Firm Securities set forth opposite each Underwriter's name in the Underwriting Agreement by more than 25% (or such other percentage specified in the applicable Invitation Wire or otherwise consented to by you) as a result of the failure or refusal of another Underwriter or Underwriters to perform its or their obligations thereunder.

Authority to Determine Terms of Offering. You authorize the Manager to act as manager of the Offering of the Securities by the Underwriters (the "“Underwriters' ’ Securities" ”) or by the Issuer or Seller or Sellers, as the case may be, pursuant to delayed delivery contracts (the "“Contract Securities"”), if any any, contemplated by the Underwriting Agreement. You authorize the Manager (i) to purchase any or all of the Firm Securities and Additional Securities for the accounts of the several Underwriters pursuant to the Underwriting Agreement, (ii) to agree, on your behalf and on behalf of the Co-Managers, to any addition to, change in or waiver of any provision of, or the termination of, the Underwriting Agreement or any Intersyndicate Agreement (other than an increase in the Purchase Price or in your Original Purchase Obligation to purchase Securities, in either case from that contemplated by the applicable AAU), (iii) to add or remove prospective Underwriters to or from the syndicate, or to add to or remove prospective Dealers (defined below) or Reallowance Dealers from participation in the Offering, (iv) to exercise, in the Manager's ’s discretion, all of the authority vested in the Manager in the Underwriting Agreement (including, without limitation, the authority to terminate the Underwriting Agreement under the circumstances specified therein) and, in the case of joint book-running managers, to allocate such authority among such joint book-runners in such manner as the Manager shall deem appropriate and (v) except as described below in this Section 3(a), to take any other action deemed as may seem advisable by to the Manager in respect of the Offering (including, without limitation, actions and communications with the Commission, the National Association of Securities Dealers, Inc. (the "“NASD"”), state blue sky or securities commissions, stock exchanges and other regulatory bodies or organizations). If, in accordance with the terms of the applicable AAU, the Offering of the Securities is at varying prices based on prevailing market prices or prices related to prevailing market prices or at negotiated prices, you authorize the Manager to determine, on your behalf in the Manager's ’s discretion, any Offering Price and the Fees and Commissions applicable to the Offering from time to time. You authorize the Manager on your behalf to arrange for any currency transactions (including forward and hedging currency transactions) as the Manager deems necessary to facilitate settlement of the purchase of the Securities, but you do not authorize the Manager on your behalf to engage in any other forward or hedging transactions in connection with the Offering unless such transactions are specified in an applicable AAU or are otherwise consented to by you. You further authorize the Manager, subject to the provisions of Section 1(b) hereof, (i) to vary the offering terms of the Securities in effect at any time, including, if applicable, the Offering Price and Fees and Commissions set forth in the applicable AAU, (ii) to determine, on your behalf, the Purchase Price and (iii) to increase or decrease the number, amount or percentage of Securities being offered. Notwithstanding the foregoing provisions of this Section 3(a), the Manager shall notify the Underwriters, before prior to the signing of the applicable Underwriting Agreement, of any provision in the Underwriting Agreement that could result in an increase in the amount or percentage of Firm Securities set forth opposite each Underwriter's ’s name in the Underwriting Agreement by more than 25% (or such other percentage as shall have been specified in the applicable Invitation Wire or otherwise consented to by you) as a result of the failure or refusal of another Underwriter or Underwriters to perform its or their obligations thereunder.

Authority to Determine Terms of Offering. You authorize the Manager to act as manager of the Offering of the Securities by the Underwriters (the "UnderwritersUNDERWRITERS' Securities" SECURITIES") or by the Issuer or Seller pursuant to delayed delivery contracts (the "Contract SecuritiesCONTRACT SECURITIES"), if any any, contemplated by the Underwriting Agreement. You authorize the Manager (i) to purchase any or all of the Firm Securities and Additional Securities for the accounts of the several Underwriters pursuant to the Underwriting Agreement, (ii) to agree, on your behalf and on behalf of the Co-Managers, to any addition to, change in or waiver of any provision of, or the termination of, the Underwriting Agreement or any Intersyndicate Agreement (other than an increase in the Purchase Price or in your Original Purchase Obligation to purchase Securities, in either case from that contemplated by the applicable AAU), or any Lock-Up; provided that any waiver of any Lock-up, or any extension or adjustment of the date of expiration or termination of any Lock-Up Period, shall be subject to Section 3.9; (iii) to add or remove prospective Underwriters from the syndicate, or to add to or remove prospective Dealers (defined below) or Reallowance Dealers from participation in the Offering, (iv) to exercise, in the Manager's discretion, all of the authority vested in the Manager in the Underwriting Agreement Agreement, (v) in the case of joint book-running managers, to allocate such responsibilities among you as you shall determine pursuant to the applicable AAU and Underwriting Agreement, (vi) to mandate that a final term sheet or other Free Writing Prospectus be delivered in connection with the Offering and (vvii) except as described below in this Section 3(a)3.1, to take any other action deemed as may seem advisable by to the Manager in respect of the Offering (including, without limitation, actions and communications with the Commission, the National Association of Securities Dealers, Inc. (the "NASD"), state blue sky or securities commissions, stock exchanges and other regulatory bodies or organizations). If, in accordance with the terms of the applicable AAU, the Offering of the Securities is at varying prices based on prevailing market prices or prices related to prevailing market prices or at negotiated prices, you authorize the Manager to determine, on your behalf in the Manager's discretion, any Offering Price and the Fees and Commissions applicable to the Offering from time to time. You authorize the Manager on your behalf to arrange for any currency transactions (including forward and hedging currency transactions) as the Manager deems necessary to facilitate settlement of the purchase of the Securities, but you do not authorize the Manager on your behalf to engage in any other forward or hedging transactions in connection with the Offering unless such transactions are specified in an applicable AAU or are otherwise consented to by you. You further authorize the Manager, subject to the provisions of Section 1(b) 1.2 hereof, (i) to vary the offering terms of the Securities in effect at any time, including, if applicable, the Offering Price and Fees and Commissions set forth in the applicable AAU, (ii) to determine, on your behalf, the Purchase Price and (iii) to increase or decrease the number, amount or percentage of Securities being offered. Notwithstanding the foregoing provisions of this Section 3(a)3.1, the Manager shall notify the Underwriters, before prior to the signing of the applicable Underwriting Agreement, of any provision in the Underwriting Agreement that could result in an increase in the amount or percentage of Firm Securities set forth opposite each Underwriter's name in the Underwriting Agreement by more than 25% (or such other percentage as shall have been specified in the applicable Invitation Wire or otherwise consented to by you) as a result of the failure or refusal of another Underwriter or Underwriters to perform its or their obligations thereunder.

Authority to Determine Terms of Offering. You authorize the Manager to act as manager of the Offering of the Securities by the Underwriters (the "“Underwriters' ’ Securities" ”) or by the Issuer or Seller pursuant to delayed delivery contracts (the "“Contract Securities"”), if any any, contemplated by the Underwriting Agreement. You authorize the Manager (i) to purchase any or all of the Firm Securities and Additional Securities for the accounts of the several Underwriters pursuant to the Underwriting Agreement, (ii) to agree, on your behalf and on behalf of the Co-Managers, to any addition to, change in or waiver of any provision of, or the termination of, the Underwriting Agreement or any Intersyndicate Agreement (other than an increase in the Purchase Price or in your Original Purchase Obligation to purchase Securities, in either case from that contemplated by the applicable AAU), or any Lock-Up; provided that any waiver of any Lock-up, or any extension or adjustment of the date of expiration or termination of any Lock-Up Period, shall be subject to Section 3.9; (iii) to add or remove prospective Underwriters from the syndicate, or to add to or remove prospective Dealers (defined below) or Reallowance Dealers from participation in the Offering, (iv) to exercise, in the Manager's ’s discretion, all of the authority vested in the Manager in the Underwriting Agreement Agreement, (v) in the case of joint book-running managers, to allocate such responsibilities among you as you shall determine pursuant to the applicable AAU and Underwriting Agreement, (vi) to mandate that a final term sheet or other Free Writing Prospectus be delivered in connection with the Offering and (vvii) except as described below in this Section 3(a)3.1, to take any other action deemed as may seem advisable by to the Manager in respect of the Offering (including, without limitation, actions and communications with the Commission, the National Association of Securities Dealers, Inc. (the "“NASD"”), state blue sky or securities commissions, stock exchanges and other regulatory bodies or organizations). If, in accordance with the terms of the applicable AAU, the Offering of the Securities is at varying prices based on prevailing market prices or prices related to prevailing market prices or at negotiated prices, you authorize the Manager to determine, on your behalf in the Manager's ’s discretion, any Offering Price and the Fees and Commissions applicable to the Offering from time to time. You authorize the Manager on your behalf to arrange for any currency transactions (including forward and hedging currency transactions) as the Manager deems necessary to facilitate settlement of the purchase of the Securities, but you do not authorize the Manager on your behalf to engage in any other forward or hedging transactions in connection with the Offering unless such transactions are specified in an applicable AAU or are otherwise consented to by you. You further authorize the Manager, subject to the provisions of Section 1(b) 1.2 hereof, (i) to vary the offering terms of the Securities in effect at any time, including, if applicable, the Offering Price and Fees and Commissions set forth in the applicable AAU, (ii) to determine, on your behalf, the Purchase Price and (iii) to increase or decrease the number, amount or percentage of Securities being offered. Notwithstanding the foregoing provisions of this Section 3(a)3.1, the Manager shall notify the Underwriters, before prior to the signing of the applicable Underwriting Agreement, of any provision in the Underwriting Agreement that could result in an increase in the amount or percentage of Firm Securities set forth opposite each Underwriter's ’s name in the Underwriting Agreement by more than 25% (or such other percentage as shall have been specified in the applicable Invitation Wire or otherwise consented to by you) as a result of the failure or refusal of another Underwriter or Underwriters to perform its or their obligations thereunder.

Authority to Determine Terms of Offering. You authorize the Manager to act as manager of the Offering of the Securities by the Underwriters (the "UnderwritersUNDERWRITERS' Securities" SECURITIES") or by the Issuer or Seller or Sellers, as the case may be, pursuant to delayed delivery contracts (the "Contract SecuritiesCONTRACT SECURITIES"), if any any, contemplated by the Underwriting Agreement. You authorize the Manager (i) to purchase any or all of the Firm Securities and Additional Securities for the accounts of the several Underwriters pursuant to the Underwriting Agreement, (ii) to agree, on your behalf and on behalf of the Co-Managers, to any addition to, change in or waiver of any provision of, or the termination of, the Underwriting Agreement or any Intersyndicate Agreement (other than an increase in the Purchase Price or in your Original Purchase Obligation to purchase Securities, in either case from that contemplated by the applicable AAU), (iii) to add or remove prospective Underwriters to or from the syndicate, or to add to or remove prospective Dealers (defined below) or Reallowance Dealers from participation in the Offering, (iv) to exercise, in the Manager's discretion, all of the authority vested in the Manager in the Underwriting Agreement (including, without limitation, the authority to terminate the Underwriting Agreement under the circumstances specified therein) and, in the case of joint book-running managers, to allocate such authority among such joint book-runners in such manner as the Manager shall deem appropriate and (v) except as described below in this Section 3(a), to take any other action deemed as may seem advisable by to the Manager in respect of the Offering (including, without limitation, actions and communications with the Commission, the National Association of Securities Dealers, Inc. (the "NASD"), state blue sky or securities commissions, stock exchanges and other regulatory bodies or organizations). If, in accordance with the terms of the applicable AAU, the Offering of the Securities is at varying prices based on prevailing market prices or prices related to prevailing market prices or at negotiated prices, you authorize the Manager to determine, on your behalf in the Manager's discretion, any Offering Price and the Fees and Commissions applicable to the Offering from time to time. You authorize the Manager on your behalf to arrange for any currency transactions (including forward and hedging currency transactions) as the Manager deems necessary to facilitate settlement of the purchase of the Securities, but you do not authorize the Manager on your behalf to engage in any other forward or hedging transactions in connection with the Offering unless such transactions are specified in an applicable AAU or are otherwise consented to by you. You further authorize the Manager, subject to the provisions of Section 1(b) hereof, (i) to vary the offering terms of the Securities in effect at any time, including, if applicable, the Offering Price and Fees and Commissions set forth in the applicable AAU, (ii) to determine, on your behalf, the Purchase Price and (iii) to increase or decrease the number, amount or percentage of Securities being offered. Notwithstanding the foregoing provisions of this Section 3(a), the Manager shall notify the Underwriters, before prior to the signing of the applicable Underwriting Agreement, of any provision in the Underwriting Agreement that could result in an increase in the amount or percentage of Firm Securities set forth opposite each Underwriter's name in the Underwriting Agreement by more than 25% (or such other percentage as shall have been specified in the applicable Invitation Wire or otherwise consented to by you) as a result of the failure or refusal of another Underwriter or Underwriters to perform its or their obligations thereunder.