Common use of Underwritten Registrations Clause in Contracts

Underwritten Registrations. If any of the Transfer Restricted Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be included in such offering (subject to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("“Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to the approval (which approval shall not be unreasonably withheld) of by the Company, which will not unreasonably be withheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be investment bankers of recognized national standing selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be Securities included in such offering (offering, subject to the approval consent of the Company (which approval shall will not be unreasonably withheld) of the Companywithheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnitiesindemnities underwriting agreements, underwriting lock-up agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be Securities (determined on a fully converted basis) included in such offering (offering, subject to the approval consent of the Company (which approval shall will not be unreasonably withheld) of the Companywithheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be included in such offering (offering, subject to the approval (of such Managing Underwriters by the Company which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing UnderwritersMANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount interest of such the Transfer Restricted Notes Securities to be included in such offering (and such selection shall be subject to the approval (Company's consent, which approval shall not be unreasonably withheld) of the Companywithheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject offering; provided that the Managing Underwriters must be reasonably satisfactory to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("“Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to approval by the approval (Company, which approval shall will not be unreasonably withheld) of the Companywithheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) timely completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, subject to the proviso in Section 3(o) hereof, the investment banker or investment bankers and manager or managers that will administer the offering ("the “Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject and will be reasonably acceptable to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any the Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be investment bankers of recognized national standing selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be Securities included in such offering (offering, subject to the approval consent of the Company (which approval shall will not be unreasonably withheld) of the Companywithheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("“Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject offering, with the Company’s approval, not to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any the Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Company; provided, that such selection is consented to by the Holders of a majority in aggregate initial principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject to the approval (offering, which approval consent shall not be unreasonably withheld) of the Companywithheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject to with the approval consent of the Company (which approval consent shall not be unreasonably withheld) of the Company). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject provided that Managing Underwriters be reasonably satisfactory to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("“Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to approval by the approval (Company, which approval shall will not be unreasonably withheld) of the Companywithheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing UnderwritersMANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject offering, provided that such Managing Underwriters shall be reasonably acceptable to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Bonds covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be Bonds included in such offering (offering, subject to the approval (which approval shall not be unreasonably withheld) consent of the CompanyRegistrants, and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Bonds on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to the approval (of the Company, which approval shall will not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("( “Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject offering; provided, however, that such Managing Underwriters must be reasonably satisfactory to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing UnderwritersMANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount at maturity of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to the approval (which approval shall not be unreasonably withheld) of by the Company, which will not unreasonably be withheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to the approval (Company's consent to such selection, which approval consent shall not be unreasonably withheld) of the Companywithheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("“Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to the approval of the Company (which approval shall not be unreasonably withheld) of the Company). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Registrable Securities covered by any the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing UnderwritersMANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Registrable Securities to be included in such offering (subject offering; provided, however, that such Managing Underwriters shall be reasonably satisfactory to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Resale Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject offering, provided however -------- ------- that such Managing Underwriters must be reasonably satisfactory to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsagreements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing UnderwritersMANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject offering, provided that such Managing Underwriters shall be reasonable acceptable to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be Securities included in such offering (offering, subject to the approval (which approval shall not be unreasonably withheld) consent of the CompanyRegistrants, and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be investment bankers of recognized national standing selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be Securities included in such offering (offering, subject to the approval consent of the Company (which approval shall will not be unreasonably withheld) of the Companywithheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject offering; provided, that such investment banker or investment bankers and manager or managers must be reasonably acceptable to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to approval by the approval (Company, which approval shall will not be unreasonably withheld) of the Companywithheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Resale Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount Applicable Principal Amount of such Transfer Restricted Notes Securities to be included in such offering (subject offering; provided, however, that such Managing Underwriters must be reasonably satisfactory to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsagreements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be Securities included in such offering (offering, subject to the approval (which approval shall not be unreasonably withheld) consent of the Company, and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("“Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject offering; provided, however, that such investment banker(s) and manager(s) must be reasonably acceptable to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be Securities included in such offering (offering, subject to the approval (which approval shall not be unreasonably withheld) consent of the CompanyIssuers, and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("“Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be and any Additional Notes included in such offering (subject offering; provided, however, that the Managing Underwriters shall be reasonably satisfactory to the approval (which approval shall not be unreasonably withheld) of the CompanyIssuers. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any the Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be investment bankers of recognized national standing selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be Securities included in such offering (offering, subject to the approval consent of the Company (which approval shall will not be unreasonably withheld) of the Companywithheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to the approval (consent of the Issuers, which approval shall consent will not be unreasonably reasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be investment bankers of recognized national standing selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be Securities included in such offering (offering, subject to the approval consent of the Company (which approval shall may not be unreasonably withheld) of the Companywithheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnitiesindemnities underwriting agreements, underwriting lock-up agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("“Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject to the approval consent of the Company (which approval shall not be unreasonably withheld) of the Company). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering offering, with the concurrence of the Company (subject such concurrence not to the approval (which approval shall not be unreasonably withheld) of the Company). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to the approval (consent of the Issuers, which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Company; provided, that such selection is consented to by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject to the approval (offering, which approval consent shall not be unreasonably withheld) of the Companywithheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("“Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (and shall be subject to approval by the approval Company (which approval shall not be unreasonably withheld) of the Company). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration registration hereunder are to be sold in an underwritten offering, (a) the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount number of shares of such Transfer Restricted Notes Securities to be included in such offering and (subject to b) the approval (which approval shall not be unreasonably withheld) of the CompanyCompany shall, if requested, enter into an underwriting agreement in customary form in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Company; provided, that such selection is consented to by the Holders of a majority in aggregate initial principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject to the approval (offering, which approval consent shall not be unreasonably withheld) of the Companywithheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, but shall be subject to the approval (of the Company which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Offerors; provided, that such selection is consented to by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (subject to the approval (offering, which approval consent shall not be unreasonably withheld) of the Companywithheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes Securities to be included in such offering (offering, subject to the approval consent of the Company (which approval shall will not be unreasonably withheld) of the Companywithheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Notes Registrable Securities covered by any Shelf Registration Statement pursuant to a Demand Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount number of such Transfer Restricted Notes to be Registrable Securities included in such offering (offering, subject to the approval consent of the Company (which approval shall will not be unreasonably withheld) of the Companywithheld or delayed). 19 No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (the "Managing Underwriters") will be selected by the Holders of a majority in aggregate liquidation preference or principal amount amount, as applicable, of such Transfer Restricted Notes Securities to be included in such offering (subject offering; provided that Managing Underwriters must be reasonably satisfactory to the approval (which approval shall not be unreasonably withheld) of the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Notes Securities covered by any Shelf Registration are to be sold in an underwritten offering, (a) the investment banker or investment bankers and manager or managers that will administer the offering ("“Managing Underwriters"”) will be selected by the Holders of a majority in aggregate principal amount number of shares of such Transfer Restricted Notes Securities to be included in such offering and (subject to b) the approval (which approval shall not be unreasonably withheld) of the CompanyCompany shall, if requested, enter into an underwriting agreement in customary form in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's ’s Transfer Restricted Notes Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, lock-up agreements, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.