Common use of AUTHORITY AND COMPENSATION OF REPRESENTATIVES Clause in Contracts

AUTHORITY AND COMPENSATION OF REPRESENTATIVES. You authorize the Representatives on your behalf (a) to execute and deliver the Underwriting Agreement with the issuer, any Selling Securityholder and any guarantor of the Securities with such changes therein as in their judgment will not be materially adverse to the Underwriters (except as to the purchase price (unless the initial offering price is to be determined by Formula Pricing) and the amount of your Securities (except for increases in such amount permitted under Section 2 hereof)), (b) to execute and deliver any Inter-Syndicate Agreements with the representatives or managers of such other syndicate or syndicates (or a single underwriter), in the form which shall have been filed with, and shall be publicly available from, the Commission or any such other regulatory authority as we shall specify in the Invitation or that we shall send to you as soon as practicable (or make available for your review in our office), with such changes therein as in their judgment will not be materially adverse to the Underwriters, (c) to exercise all the authority and discretion vested in the Underwriters and in the Representatives by the provisions of the Underwriting Agreement and any Inter-Syndicate Agreements, (d) to take all such action as they in their discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement, of any Inter-Syndicate Agreement and of this Agreement, and the sale and distribution of the Securities, including the right to determine the terms of the proposed Offering, the concession to Selected Dealers (as hereinafter defined) and the reallowance, if any, to other dealers, the right to exercise any option in the Underwriting Agreement relating to the purchase of Additional Securities and the right to make any judgment relating to the satisfaction of the conditions to the obligations of the Underwriters under the Underwriting Agreement or any Inter-Syndicate Agreement, and (e) to determine all matters relating to the public advertisement of the Securities. You also authorize the Representatives on your behalf (a) to determine whether to purchase, and, if such determination is made, to purchase, any Other Securities for the account of the Underwriters pursuant to the terms of any Inter-Syndicate Agreement and (b) to determine whether to sell, and, if such determination is made, to sell, Securities for the account of the Underwriters pursuant to any Inter-Syndicate Agreement. Any Other Securities purchased or any Securities sold pursuant to any Inter-Syndicate Agreement shall be purchased or sold, as the case may be, at the offering price then in effect for the Securities less all or any part of the concession to Selected Dealers, all as determined by the Representatives. In the event of the exercise by the Representatives of an option to purchase any Other Securities or to sell any Securities pursuant to any Inter-Syndicate Agreement, the Representatives shall promptly so notify each Underwriter and advise each Underwriter of the number of Other Securities to be purchased or the number of Securities to be sold. The Representatives shall not, without your consent, make net purchases of Other Securities for your account in excess of 20% of your Initial Commitment, except as may be provided in the Invitation or Final Communication. In connection with any Offering involving one or more Inter-Syndicate Agreements, you agree to be bound by, and all offers to sell and sales by you of Securities shall be subject to, such limitations on offers to sell and sales of Securities as may be contained in the Invitation or Final Communication or in the Underwriting Agreement or any Inter-Syndicate Agreement as executed and you further agree that any sales made by you to dealers shall be made only to such dealers as agree, in their offers to sell and sales, to be bound by the same limitations. As compensation for the Representatives' services, you agree to pay to them with respect to each Offering, and authorize them to charge your account with, a management commission not in excess of such management fee as they shall advise you in the Invitation or the Final Communication. If there is more than one Representative, such compensation will be divided among the Representatives in such proportions as they shall determine.

AUTHORITY AND COMPENSATION OF REPRESENTATIVES. You We hereby authorize you, as our representatives (the Representatives "Representatives") and on your behalf our behalf, (a) to execute and deliver enter into the Underwriting Agreement with the issuer, any Selling Securityholder and any guarantor of the Securities with such changes therein as in their judgment will not be materially adverse to the Underwriters (except as to the purchase price (unless the initial offering price is to be determined by Formula Pricing) and the amount of your Securities (except for increases in such amount permitted under Section 2 hereof)), (b) to execute and deliver any Inter-Syndicate Agreements with the representatives or managers of such other syndicate or syndicates (or a single underwriter), in the form which shall have been filed with, and shall be publicly available from, the Commission or any such other regulatory authority as we shall specify in the Invitation or that we shall send to you as soon as practicable (or make available for your review in our office)Company, with such changes therein as in their your judgment will not be materially adverse to the Underwriters, and to determine the initial public offering price per Share and per Warrant and the Underwriters' gross spread for the Shares and the Warrants, (cb) to exercise all the authority and discretion vested in the Underwriters and in the Representatives you by the provisions of the Underwriting Agreement and any Inter-Syndicate AgreementsAgreement, (dc) to take all such action as they you in their your discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement, of any Inter-Syndicate Agreement and of this Agreement, and the sale and distribution of the Securities, including the right to determine the terms of the proposed Offering, the concession to Selected Dealers (as hereinafter defined) and the reallowance, if any, to other dealers, the right to exercise any option in the Underwriting Agreement relating to the purchase of Additional Securities and the right to make any judgment relating to the satisfaction of the conditions to the obligations of the Underwriters under the Underwriting Agreement or any Inter-Syndicate Agreement, and (ed) to determine all matters relating to the public advertisement of the Securities. You also authorize the Representatives on your behalf (a) to determine whether to purchase, and, if such determination is made, to purchase, any Other Securities for the account We will be bound by all terms of the Underwriters Underwriting Agreement as executed. If there are two representatives, your authority may be exercised jointly or by either of you acting alone. As our share of the compensation for your services in connection with managing the offering and sale of the Securities hereunder, we will pay to you, and we authorize you to charge to our account on the Closing Date and on the Option Closing Date referred to in the Underwriting Agreement, $[_____] per Share in respect of the aggregate number of Firm Shares and Option Shares, respectively, and $[________] per Warrant in respect of the aggregate number of Firm Warrants and Option Warrants, respectively which we shall agree to purchase pursuant to the terms of any Inter-Syndicate Agreement and (b) to determine whether to sell, and, if such determination is made, to sell, Securities for the account of the Underwriters pursuant to any Inter-Syndicate Underwriting Agreement. Any Other Securities purchased or any Securities sold pursuant to any Inter-Syndicate Agreement shall be purchased or sold, as the case may be, at the offering price then in effect for the Securities less all or any part of the concession to Selected Dealers, all as determined by the Representatives. In the event of the exercise by the Representatives of an option to purchase any Other Securities or to sell any Securities pursuant to any Inter-Syndicate Agreement, the Representatives shall promptly so notify each Underwriter and advise each Underwriter of the number of Other Securities to be purchased or the number of Securities to be sold. The Representatives shall not, without your consent, make net purchases of Other Securities for your account in excess of 20% of your Initial Commitment, except as may be provided in the Invitation or Final Communication. In connection with any Offering involving one or more Inter-Syndicate Agreements, you agree to be bound by, and all offers to sell and sales by you of Securities shall be subject to, such limitations on offers to sell and sales of Securities as may be contained in the Invitation or Final Communication or in the Underwriting Agreement or any Inter-Syndicate Agreement as executed and you further agree that any sales made by you to dealers shall be made only to such dealers as agree, in their offers to sell and sales, to be bound by the same limitations. As compensation for the Representatives' services, you agree to pay to them with respect to each Offering, and authorize them to charge your account with, a management commission not in excess of such management fee as they shall advise you in the Invitation or the Final Communication. If there is more than one Representative, such compensation will be divided among the Representatives in such proportions as they shall determine.

AUTHORITY AND COMPENSATION OF REPRESENTATIVES. You authorize the Representatives on your behalf (a) to execute and deliver the Underwriting Agreement with the issuer, any Selling Securityholder and any guarantor of the Securities with such changes therein as in their judgment will not be materially adverse to the Underwriters (except as to the purchase price (unless the initial offering price is to be determined by Formula Pricing) and the amount of your Securities (except for increases in such amount permitted under Section 2 hereof)), (b) to execute and deliver any Inter-Syndicate Agreements with the representatives or managers of such other syndicate or syndicates (or a single underwriter), in the form which that shall have been filed with, and shall be publicly available from, the Commission or any such other regulatory authority as we shall specify in the Invitation or that we shall send to you as soon as practicable (or make available for your review in our office), with such changes therein as in their judgment will not be materially adverse to the Underwriters, (c) to exercise all the authority and discretion vested in the Underwriters and in the Representatives them by the provisions of the Underwriting Agreement and any Inter-Syndicate Agreements, (d) to take all such action as they in their discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement, of any Inter-Syndicate Agreement and of this Agreement, and the sale and distribution of the Securities, including the right to determine the terms of the proposed Offering, the concession to Selected Dealers (as hereinafter defined) and the reallowance, if any, to other dealers, the right to exercise any option in the Underwriting Agreement relating to the purchase of Additional Securities and the right to make any judgment relating to the satisfaction of the conditions to the obligations of the Underwriters under the Underwriting Agreement or any Inter-Inter- Syndicate Agreement, and (e) to determine all matters relating to the public advertisement of the Securities. You also authorize the Representatives on your behalf (a) to determine whether to purchase, and, if such determination is made, to purchase, any Other Securities for the account of the Underwriters pursuant to the terms of any Inter-Syndicate Agreement and (b) to determine whether to sell, and, if such determination is made, to sell, Securities for the account of the Underwriters pursuant to any Inter-Syndicate Agreement. Any Other Securities purchased or any Securities sold pursuant to any Inter-Syndicate Agreement shall be purchased or sold, as the case may be, at the offering price then in effect for the Securities less all or any part of the concession to Selected Dealers, all as determined by the Representatives. In the event of the exercise by the Representatives of an option to purchase any Other Securities or to sell any Securities pursuant to any Inter-Syndicate Agreement, the Representatives shall promptly so notify each Underwriter and advise each Underwriter of the number of Other Securities to be purchased or the number of Securities to be sold. The Representatives shall not, without your consent, make net purchases of Other Securities for your account in excess of 20% of your Initial Commitment, except as may be provided in the Invitation or Final Communication. In connection with any Offering involving one or more Inter-Syndicate Agreements, you agree to be bound by, and all offers to sell and sales by you of Securities shall be subject to, such limitations on offers to sell and sales of Securities as may be contained in the Invitation or Final Communication or in the Underwriting Agreement or any Inter-Syndicate Agreement as executed and you further agree that any sales made by you to dealers shall be made only to such dealers as agree, in their offers to sell and sales, to be bound by the same limitations. As compensation for the Representatives' services, you agree to pay to them with respect to each Offering, and authorize them to charge your account with, a management commission not in excess of such management fee as they shall advise you in the Invitation or the Final Communication. If there is more than one Representative, such compensation will be divided among the Representatives in such proportions as they shall determine.

AUTHORITY AND COMPENSATION OF REPRESENTATIVES. You shall determine which signatories or other parties deemed to be signatories to this Agreement will be invited to become Underwriters of the Securities in any particular offering. We authorize the Representatives on your behalf (a) you to execute and deliver on our behalf (i) an underwriting or purchase agreement, any amendment or supplement thereto and any associated or other similar agreement (collectively, the "Underwriting Agreement Agreement") with the issuer, any Selling Securityholder Issuer and any guarantor selling securityholder(s) with respect to the Securities, and (ii) any agreement among Underwriters, on the one hand, and one or more groups of underwriters for the Securities with not acting as such changes therein as in their judgment will not be materially adverse pursuant to this Agreement, on the Underwriters other hand (except as to the purchase price (unless the initial offering price is to be determined by Formula Pricing) and the amount of your Securities (except for increases in such amount permitted under Section 2 hereof)), (b) to execute and deliver any Inter-Syndicate Agreements with the representatives or managers of such other syndicate or syndicates (or a single underwriteran "Intersyndicate Agreement"), in the form which shall have been filed with, and shall such forms as you determine. We will be publicly available from, the Commission or any such other regulatory authority as we shall specify in the Invitation or that we shall send to you as soon as practicable (or make available for your review in our office), with such changes therein as in their judgment will not be materially adverse to the Underwriters, (c) to exercise bound by all the authority and discretion vested in the Underwriters and in the Representatives by the provisions terms of the Underwriting Agreement and Intersyndicate Agreement, if any, as executed and as amended or supplemented. We understand that changes may be made in those who are to be Underwriters, and in the amount of Securities to be purchased by them, but the amount of Securities to be purchased by us in accordance with the terms of this Agreement, including the maximum amount of Additional Securities, if any, which we may become obligated to purchase by reason of the exercise of any Interover-Syndicate Agreements, (d) to take all such action as they allotment option provided in their discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement, shall not be changed without our consent except as provided in the Underwriting Agreement. As Representatives of any Inter-Syndicate Agreement and of the Underwriters, you are authorized to take such action as you, in your discretion, deem necessary, desirable or appropriate to carry out this Agreement, the Underwriting Agreement, the Intersyndicate Agreement, if any, and the sale purchase, carrying, sale, and distribution of the Securities, including and to agree to any waiver or modification of any provision of the right Underwriting Agreement or any Intersyndicate Agreement. To the extent applicable, you also are authorized to determine (i) the terms amount of the proposed Offering, the concession to Selected Dealers (as hereinafter defined) and the reallowanceAdditional Securities, if any, to other dealers, the right to exercise any option in the Underwriting Agreement relating to the purchase of Additional Securities and the right to make any judgment relating to the satisfaction of the conditions to the obligations of the Underwriters under the Underwriting Agreement or any Inter-Syndicate Agreement, and (e) to determine all matters relating to the public advertisement of the Securities. You also authorize the Representatives on your behalf (a) to determine whether to purchase, and, if such determination is made, to purchase, any Other Securities for the account of the Underwriters pursuant to the terms of any Inter-Syndicate Agreement and (b) to determine whether to sell, and, if such determination is made, to sell, Securities for the account of be purchased by the Underwriters pursuant to any Interover-Syndicate allotment option and (ii) with respect to offerings using 430A Pricing, the initial offering price and the price at which Securities are to be purchased in accordance with the Underwriting Agreement. Any Other It is understood and agreed that Noble International Investments, Inc. may act on behalf of all Representatives. If the Securities consist in whole or in part of debt obligations maturing serially, the serial Securities being purchased or any Securities sold by each Underwriter pursuant to any Inter-Syndicate the Underwriting Agreement shall will consist, subject to adjustment as provided in the Underwriting Agreement, of serial Securities of each maturity in a principal amount which bears the same proportion to the aggregate principal amount of the serial Securities of such maturity to be purchased or sold, by all the Underwriters as the case may be, at respective principal amount of serial Securities set forth opposite such Underwriter's name in the offering price then in effect for Underwriting Agreement bears to the Securities less all or any part aggregate principal amount of the concession to Selected Dealers, all as determined by the Representatives. In the event of the exercise by the Representatives of an option to purchase any Other Securities or to sell any Securities pursuant to any Inter-Syndicate Agreement, the Representatives shall promptly so notify each Underwriter and advise each Underwriter of the number of Other serial Securities to be purchased or by all the number of Securities to be sold. The Representatives shall not, without your consent, make net purchases of Other Securities for your account in excess of 20% of your Initial Commitment, except as may be provided in the Invitation or Final Communication. In connection with any Offering involving one or more Inter-Syndicate Agreements, you agree to be bound by, and all offers to sell and sales by you of Securities shall be subject to, such limitations on offers to sell and sales of Securities as may be contained in the Invitation or Final Communication or in the Underwriting Agreement or any Inter-Syndicate Agreement as executed and you further agree that any sales made by you to dealers shall be made only to such dealers as agree, in their offers to sell and sales, to be bound by the same limitationsUnderwriters. As compensation for your services in the Representatives' servicesmanagement of the offering, we will pay you agree an amount equal to pay to them with respect to each Offering, and authorize them to charge your account with, a management commission not in excess of such the management fee as they shall advise you specified in the Invitation or in respect of the Final CommunicationSecurities to be purchased by us pursuant to the Underwriting Agreement, and we authorize you to charge our account with such amount. If there is more than one Representative, such compensation will shall be divided among the Representatives in such proportions as they shall may determine.

AUTHORITY AND COMPENSATION OF REPRESENTATIVES. You authorize the Representatives on your behalf (a) to execute and deliver the Underwriting Agreement with the issuer, any Selling Securityholder and any guarantor of the Securities with such changes therein as in their judgment will not be materially adverse to the Underwriters (except as to the purchase price (unless the initial offering price is to be determined by Formula Pricing) and the amount of your Securities (except for increases in such amount permitted under Section 2 hereof)), (b) to execute and deliver any Inter-Syndicate Agreements with the representatives or managers of such other syndicate or syndicates (or a single underwriter), in the form which shall have been filed with, and shall be publicly available from, the Commission or any such other regulatory authority as we shall specify in the Invitation or that we shall send to you as soon as practicable (or make available for your review in our office), with such changes therein as in their judgment will not be materially adverse to the Underwriters, (c) to exercise all the authority and discretion vested in the Underwriters and in the Representatives by the provisions of the Underwriting Agreement and any Inter-Syndicate Agreements, (d) to take all such action as they in their discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement, of any Inter-Syndicate Agreement and of this Agreement, and the sale and distribution of the Securities, including the right to determine the terms of the proposed Offering, the concession to Selected Dealers (as hereinafter defined) and the reallowance, if any, to other dealers, the right to exercise any option in the Underwriting Agreement relating to the purchase of Additional Securities and the right to make any judgment relating to the satisfaction of the conditions to the obligations of the Underwriters under the Underwriting Agreement or any Inter-Syndicate Agreement, and (e) to determine all matters relating to the public advertisement of the Securities. You also authorize the Representatives on your behalf (a) to determine whether to purchase, and, if such determination is made, to purchase, any Other Securities for the account of the Underwriters pursuant to the terms of any Inter-Syndicate Agreement and (b) to determine whether to sell, and, if such determination is made, to sell, Securities for the account of the Underwriters pursuant to any Inter-Syndicate Agreement. Any Other Securities purchased or any Securities sold pursuant to any Inter-Syndicate Agreement shall be purchased or sold, as the case may be, at the offering price then in effect for the Securities less all or any part of the concession to Selected Dealers, all as determined by the Representatives. In the event of the exercise by the Representatives of an option to purchase any Other Securities or to sell any Securities pursuant to any Inter-Syndicate Agreement, the Representatives shall promptly so notify each Underwriter and advise each Underwriter of the number of Other Securities to be purchased or the number of Securities to be sold. The Representatives shall not, without your consent, make net purchases of Other Securities for your account in excess of 20% of your Initial Commitment, except as may be provided in the Invitation or Final Communication. In connection with any Offering involving one or more Inter-Syndicate Agreements, you agree to be bound by, and all offers to sell and sales by you of Securities shall be subject to, such limitations on offers to sell and sales of Securities as may be contained in the Invitation or Final Communication or in the Underwriting Agreement or any Inter-Syndicate Agreement as executed and you further agree that any sales made by you to dealers shall be made only to such dealers as agree, in their offers to sell and sales, to be bound by the same limitations. As compensation for the Representatives' ’ services, you agree to pay to them with respect to each Offering, and authorize them to charge your account with, a management commission not in excess of such management fee as they shall advise you in the Invitation or the Final Communication. If there is more than one Representative, such compensation will be divided among the Representatives in such proportions as they shall determine.