Common use of Terms of AAU; Certain Definitions; Construction Clause in Contracts

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below)over-allotments, or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “Securities”"SECURITIES"), their principal terms, the issuer or issuers (each, each an “Issuer”"ISSUER") and any guarantor (each, each a “Guarantor”"GUARANTOR") thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”"SELLER") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”"UNDERWRITING AGREEMENT") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting AgreementAgreement (including the Manager and the Co-Managers (as defined below), and whether such agreement provides for: the "UNDERWRITERS"), (xiii) if applicable, that the Underwriting Agreement includes an option (an "OVER-ALLOTMENT OPTION") to purchase Additional Securities (as defined below) to cover sales over-allotments, if any, (iv) if applicable, that the Offering is part of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving that includes concurrent offerings by two or more syndicates (an “International Offering”"INTERNATIONAL OFFERING"), each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iiiv) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”"PURCHASE PRICE"), (ivvi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”"OFFERING PRICE"), any selling concession to dealers (the “Selling Concession”"SELLING CONCESSION"), reallowance (the “Reallowance”"REALLOWANCE"), management fee, global coordinators’ ' fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”"FEES AND COMMISSIONS") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (Avii) the proposed or actual pricing date (“Pricing Date”"PRICING DATE") and settlement date (the “Settlement Date”"SETTLEMENT DATE"), (Bviii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cix) any co-managers for such Offering (the “Co"CO-Managers”MANAGERS"), (Dx) your proposed participation in the Offering, and (Exi) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”"TRUSTEE") for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”"INDENTURE") under which such Securities will be issuedissued and (xii) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares Securities in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “"Securities”"), their principal terms, the issuer or issuers (each, each an “"Issuer”") and any guarantor (each, each a “"Guarantor”") thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “"Seller”") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “"Underwriting Agreement”") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting AgreementAgreement (including the Manager and the Co-Managers (as defined below), and whether such agreement provides for: the "Underwriters"), (xiii) if applicable, that the Underwriting Agreement includes an option (an "Over-allotment Option") to purchase Additional Securities (as defined below) to cover sales over-allotments, if any, (iv) if applicable, that the Offering is part of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving that includes concurrent offerings by two or more syndicates (an “"International Offering”"), each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iiiv) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “"Purchase Price”"), (ivvi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “"Offering Price”"), any selling concession to dealers (the “"Selling Concession”"), reallowance (the “"Reallowance”"), management fee, global coordinators’ ' fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “"Fees and Commissions”") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (Avii) the proposed or actual pricing date (“"Pricing Date”") and settlement date (the “"Settlement Date”"), (Bviii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cix) any co-managers for such Offering (the “"Co-Managers”"), (Dx) your proposed participation in the Offering, and (Exi) any if applicable, the trustee, fiscal agent, agent or similar agent (the “"Trustee”") for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “"Indenture”") under which such Securities will be issuedissued and (xii) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, each an “Issuer”) and any guarantor (each, each a “Guarantor”) thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting AgreementAgreement (including the Manager and the Co-Managers (as defined below), and whether such agreement provides for: the “Underwriters”), (xiii) if applicable, that the Underwriting Agreement includes an option (an “Over-allotment Option”) to purchase Additional Securities (as defined below) to cover sales over-allotments, if any, (iv) if applicable, that the Offering is part of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving that includes concurrent offerings by two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iiiv) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (ivvi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (Avii) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (Bviii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cix) any co-managers for such Offering (the “Co-Managers”), (Dx) your proposed participation in the Offering, and (Exi) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”) under which such Securities will be issuedissued and (xii) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below)over- allotments, or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Co- Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “"Securities”"), their principal terms, the issuer or issuers (each, each an “"Issuer”") and any guarantor (each, each a “"Guarantor”") thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “"Seller”") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such the AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “"Underwriting Agreement”") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, Agreement (the "Underwriters") and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or (y) for an offering in multiple jurisdictions or markets (an "International Offering") involving two or more syndicates (an “International Offering”)syndicates, each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such the AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “"Purchase Price”"), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “"Offering Price”"), any selling concession to dealers (the “"Selling Concession”), reallowance (the “"Reallowance”"), management fee, global coordinators’ ' fee, praecipium, or other similar fees, discounts, discounts or commissions (collectively, the “"Fees and Commissions”") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“"Pricing Date”") and settlement date (the “"Settlement Date”"), (Bvi) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cvii) any co-managers for such the Offering (the “"Co-Managers”"), (Dviii) your proposed participation in the Offering, and (Eix) any if applicable, the trustee, fiscal agent, agent or similar agent (the “"Trustee”") for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “"Indenture”") under which such the Securities will be issuedissued and (x) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an OfferingOffering and shall identify, to the extent practicable and will identifyto the extent necessary in our judgment, the following: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, each an “Issuer”) and any guarantor (each, each a “Guarantor”) thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplementedsupplemented and including any terms agreement, including a terms pricing agreement or pricing similar agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, Agreement (the “Underwriters”) and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), over-allotments or (y) for an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”)) involving two or more syndicates, each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), ) and any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, praecipuum or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (Bvi) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cvii) any co-managers for such Offering (the “Co-Managers”), (Dviii) your proposed participation in the Offering, and (Eix) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”) under which such Securities will be issuedissued and (x) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the 1 Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below)over-allotments, or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Co- Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”"SECURITIES"), their principal terms, the issuer or issuers (each, an “Issuer”"ISSUER") and any guarantor (each, a “Guarantor”"GUARANTOR") thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”"SELLER") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”"UNDERWRITING AGREEMENT") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”"UNDERWRITERS") on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”"INTERNATIONAL OFFERING"), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”"PURCHASE PRICE"), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”"OFFERING PRICE"), any selling concession to dealers (the “Selling Concession”"SELLING CONCESSION"), reallowance (the “Reallowance”"REALLOWANCE"), management fee, global coordinators’ ' fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”"FEES AND COMMISSIONS") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”"PRICING DATE") and settlement date (the “Settlement Date”"SETTLEMENT DATE"), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co"CO-Managers”MANAGERS"), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”"TRUSTEE") for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”"INDENTURE") under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “"Securities”"), their principal terms, the issuer or issuers (each, each an “"Issuer”") and any guarantor (each, each a “"Guarantor”") thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “"Seller”") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “"Underwriting Agreement”") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting AgreementAgreement (including the Manager and the Co-Managers (as defined below), and whether such agreement provides for: the "Underwriters"), (xiii) if applicable, that the Underwriting Agreement includes an option (an "Over-allotment Option") to purchase Additional Securities (as defined below) to cover sales over-allotments, if any, (iv) if applicable, that the Offering is part of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving that includes concurrent offerings by two or more syndicates (an “"International Offering”"), each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iiiv) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “"Purchase Price”"), (ivvi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “"Offering Price”"), any selling concession to dealers (the “"Selling Concession”"), reallowance (the “"Reallowance”"), management fee, global coordinators’ ' fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “"Fees and Commissions”") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (Avii) the proposed or actual pricing date (“"Pricing Date”") and settlement date (the “"Settlement Date”"), (Bviii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cix) any co-co- managers for such Offering (the “"Co-Managers”"), (Dx) your proposed participation in the Offering, and (Exi) any if applicable, the trustee, fiscal agent, agent or similar agent (the “"Trustee”") for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “"Indenture”") under which such Securities will be issuedissued and (xii) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “Securities”"SECURITIES"), their principal terms, the issuer or issuers (each, each an “Issuer”"ISSUER") and any guarantor (each, each a “Guarantor”"GUARANTOR") thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”"SELLER") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”"UNDERWRITING AGREEMENT") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting AgreementAgreement (including the Manager and the Co-Managers (as defined below), and whether such agreement provides for: the "UNDERWRITERS"), (xiii) if applicable, that the Underwriting Agreement includes an option (an "OVER-ALLOTMENT OPTION") to purchase Additional Securities (as defined below) to cover sales over-allotments, if any, (iv) if applicable, that the Offering is part of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving that includes concurrent offerings by two or more syndicates (an “International Offering”"INTERNATIONAL OFFERING"), each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iiiv) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”"PURCHASE PRICE"), (ivvi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”"OFFERING PRICE"), any selling concession to dealers (the “"Selling Concession”"), reallowance (the “Reallowance”"REALLOWANCE"), management fee, global coordinators’ ' fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”"FEES AND COMMISSIONS") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (Avii) the proposed or actual pricing date (“Pricing Date”"PRICING DATE") and settlement date (the “Settlement Date”"SETTLEMENT DATE"), (Bviii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cix) any co-managers for such Offering (the “Co"CO-Managers”MANAGERS"), (Dx) your proposed participation in the Offering, and (Exi) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”"TRUSTEE") for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”"INDENTURE") under which such Securities will be issuedissued and (xii) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “"Securities”"), their principal terms, the issuer or issuers (each, each an “Issuer”) and any guarantor (each, each a “Guarantor”) thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting AgreementAgreement (including the Manager and the Co-Managers (as defined below), and whether such agreement provides for: the “Underwriters”), (xiii) if applicable, that the Underwriting Agreement includes an option (an “Over-allotment Option”) to purchase Additional Securities (as defined below) to cover sales over-allotments, if any, (iv) if applicable, that the Offering is part of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving that includes concurrent offerings by two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iiiv) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (ivvi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (Avii) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (Bviii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cix) any co-managers for such Offering (the “Co-Managers”), (Dx) your proposed participation in the Offering, and (Exi) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”) under which such Securities will be issuedissued and (xii) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, Offering and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, Agreement and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, agent or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below)over- allotments, or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “"Securities”"), their principal terms, the issuer or issuers (each, an “"Issuer”") and any guarantor (each, a “"Guarantor”") thereof, and, if different from the Issuer, the seller or sellers (each, a “"Seller”") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “"Underwriting Agreement”") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “"Underwriters”") on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “"International Offering”"), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “"Purchase Price”"), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “"Offering Price”"), any selling concession to dealers (the “"Selling Concession”"), reallowance (the “"Reallowance”"), management fee, global coordinators’ ' fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “"Fees and Commissions”") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“"Pricing Date”") and settlement date (the “"Settlement Date”"), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “"Co-Managers”"), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “"Trustee”") for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “"Indenture”") under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities Shares (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “"Securities”"), their principal terms, the issuer or issuers (each, each an “"Issuer”") and any guarantor (each, each a “"Guarantor”") thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “"Seller”") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “"Underwriting Agreement”") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting AgreementAgreement (including the Manager and the Co-Managers (as defined below), and whether such agreement provides for: the "Underwriters"), (xiii) if applicable, that the Underwriting Agreement includes an option (an "Over- allotment Option") to purchase Additional Securities (as defined below) to cover sales over-allotments, if any, (iv) if applicable, that the Offering is part of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving that includes concurrent offerings by two or more syndicates (an “"International Offering”"), each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iiiv) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “"Purchase Price”"), (ivvi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “"Offering Price”"), any selling concession to dealers (the “"Selling Concession”"), reallowance (the “"Reallowance”"), management fee, global coordinators’ ' fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “"Fees and Commissions”") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (Avii) the proposed or actual pricing date (“"Pricing Date”") and settlement date (the “"Settlement Date”"), (Bviii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cix) any co-managers for such Offering (the “Co-"Co- Managers”"), (Dx) your proposed participation in the Offering, and (Exi) any if applicable, the trustee, fiscal agent, agent or similar agent (the “"Trustee”") for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “"Indenture”") under which such Securities will be issuedissued and (xii) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.,

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “SecuritiesSecurities ”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer Issuer or issuers Issuers (each, an each a “Issuer”) and any guarantor (each, each a “Guarantor”) thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, Agreement (the “Underwriters”) and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), over-allotments or (y) for an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”)) involving two or more syndicates, each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (Bvi) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cvii) any co-managers for such Offering (the “Co-Managers”), (Dviii) your proposed participation in the Offering, and (Eix) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”) under which such Securities will be issuedissued and (x) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, Offering and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, Agreement and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below)over-allotments, or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, agent or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “Securities”"SECURITIES"), their principal terms, the issuer or issuers (each, each an “Issuer”"ISSUER") and any guarantor (each, each a “Guarantor”"GUARANTOR") thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”"SELLER") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”"UNDERWRITING AGREEMENT") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting AgreementAgreement (including the Manager and the Co-Managers (as defined below), and whether such agreement provides for: the "UNDERWRITERS"), (xiii) if applicable, that the Underwriting Agreement includes an option (an "OVER-ALLOTMENT OPTION") to purchase Additional Securities (as defined below) to cover sales over-allotments, if any, (iv) if applicable, that the Offering is part of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving that includes concurrent offerings by two or more syndicates (an “International Offering”"INTERNATIONAL OFFERING"), each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iiiv) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”"PURCHASE PRICE"), (ivvi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”"OFFERING PRICE"), any selling concession to dealers (the “Selling Concession”"SELLING CONCESSION"), reallowance (the “Reallowance”"REALLOWANCE"), management fee, global coordinators’ ' fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”"FEES AND COMMISSIONS") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (Avii) the proposed or actual pricing date (“Pricing Date”"PRICING DATE") and settlement date (the “Settlement Date”"SETTLEMENT DATE"), (Bviii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cix) any co-managers for such Offering (the “Co"CO-Managers”MANAGERS"), (Dx) your proposed participation in the Offering, and (Exi) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”"TRUSTEE") for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “"Indenture”") under which such Securities will be issuedissued and (xii) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below)over-allotments, or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.and

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an OfferingOffering and shall identify, to the extent practicable and will identifyto the extent necessary in our judgment, the following: (i) the securities to be offered in the Offering (the “Securities”"SECURITIES"), their principal terms, the issuer or issuers (each, each an “Issuer”"ISSUER") and any guarantor (each, each a “Guarantor”"GUARANTOR") thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”"SELLER") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplementedsupplemented and including any terms agreement, including a terms pricing agreement or pricing similar agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”"UNDERWRITING AGREEMENT") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, Agreement (the "UNDERWRITERS") and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), over-allotments or (y) for an offering in multiple jurisdictions or markets (an "INTERNATIONAL OFFERING") involving two or more syndicates (an “International Offering”)syndicates, each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”"PURCHASE PRICE"), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), "OFFERING PRICE") and any selling concession to dealers (the “Selling Concession”"SELLING CONCESSION"), reallowance (the “Reallowance”"REALLOWANCE"), management fee, global coordinators’ ' fee, praecipium, praecipuum or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”"FEES AND COMMISSIONS") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”"PRICING DATE") and settlement date (the “Settlement Date”"SETTLEMENT DATE"), (Bvi) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cvii) any co-managers for such Offering (the “Co"CO-Managers”MANAGERS"), (Dviii) your proposed participation in the Offering, and (Eix) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”"TRUSTEE") for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”"INDENTURE") under which such Securities will be issuedissued and (x) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “Securities”"SECURITIES"), their principal terms, the issuer or issuers (each, each an “"Issuer”") and any guarantor (each, each a “Guarantor”"GUARANTOR") thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”"SELLER") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”"UNDERWRITING AGREEMENT") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting AgreementAgreement (including the Manager and the Co-Managers (as defined below), and whether such agreement provides for: the "UNDERWRITERS"), (xiii) if applicable, that the Underwriting Agreement includes an option (an "OVER-ALLOTMENT OPTION") to purchase Additional Securities (as defined below) to cover sales over-allotments, if any, (iv) if applicable, that the Offering is part of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving that includes concurrent offerings by two or more syndicates (an “International Offering”"INTERNATIONAL OFFERING"), each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iiiv) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”"PURCHASE PRICE"), (ivvi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”"OFFERING PRICE"), any selling concession to dealers (the “Selling Concession”"SELLING CONCESSION"), reallowance (the “Reallowance”"REALLOWANCE"), management fee, global coordinators’ ' fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”"FEES AND COMMISSIONS") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (Avii) the proposed or actual pricing date (“Pricing Date”"PRICING DATE") and settlement date (the “Settlement Date”"SETTLEMENT DATE"), (Bviii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cix) any co-managers for such Offering (the “Co"CO-Managers”MANAGERS"), (Dx) your proposed participation in the Offering, and (Exi) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”"TRUSTEE") for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”"INDENTURE") under which such Securities will be issuedissued and (xii) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “Securities”"), their principal terms, the issuer or issuers (each, each an “Issuer”) and any guarantor (each, each a “Guarantor”) thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting AgreementAgreement (including the Manager and the Co-Managers (as defined below), and whether such agreement provides for: the “Underwriters”), (xiii) if applicable, that the Underwriting Agreement includes an option (an “Over-allotment Option”) to purchase Additional Securities (as defined below) to cover sales over-allotments, if any, (iv) if applicable, that the Offering is part of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving that includes concurrent offerings by two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iiiv) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (ivvi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (Avii) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (Bviii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cix) any co-managers for such Offering (the “Co-Managers”), (Dx) your proposed participation in the Offering, and (Exi) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”) under which such Securities will be issuedissued and (xii) any other principal terms of the Offering.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities“ Securities ”), their principal terms, the issuer or issuers (each, an “Issuer“ Issuer ”) and any guarantor (each, a “Guarantor“ Guarantor ”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller“ Seller ”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the ““ Underwriting AgreementAgreement ”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters“ Underwriters ”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below)over-allotments, or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an ““ International OfferingOffering ”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the ““ Purchase PricePrice ”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the ““ Offering PricePrice ”), any selling concession to dealers (the ““ Selling ConcessionConcession ”), reallowance (the “Reallowance“ Reallowance ”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the ““ Fees and CommissionsCommissions ”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (““ Pricing DateDate ”) and settlement date (the ““ Settlement DateDate ”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the ““ Co-ManagersManagers ”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee“ Trustee ”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture“ Indenture ”) under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”"SECURITIES"), their principal terms, the issuer or issuers (each, an “Issuer”"ISSUER") and any guarantor (each, a “Guarantor”"GUARANTOR") thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”"SELLER") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”"UNDERWRITING AGREEMENT") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”"UNDERWRITERS") on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares Securities in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”"INTERNATIONAL OFFERING"), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”"PURCHASE PRICE"), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”"OFFERING PRICE"), any selling concession to dealers (the “Selling Concession”"SELLING CONCESSION"), reallowance (the “Reallowance”"REALLOWANCE"), management fee, global coordinators’ ' fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”"FEES AND COMMISSIONS") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”"PRICING DATE") and settlement date (the “Settlement Date”"SETTLEMENT DATE"), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co"CO-Managers”MANAGERS"), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”"TRUSTEE") for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”"INDENTURE") under which such Securities will be issued.

Terms of AAU; Certain Definitions; Construction. Each AAU will shall relate to an Offering, Offering and will identify: shall identify (i) the securities to be offered in the Offering (the “Securities”"SECURITIES"), their principal terms, the issuer Issuer or issuers Issuers (each, an “Issuer”each a "ISSUER") and any guarantor (each, each a “Guarantor”"GUARANTOR") thereof, thereof and, if different from the Issuer, the seller or sellers (each, each a “Seller”"SELLER") of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”"UNDERWRITING AGREEMENT") providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, purchasers or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, Agreement (the "UNDERWRITERS") and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), over-allotments or (y) for an offering in multiple jurisdictions or markets (an "INTERNATIONAL OFFERING") involving two or more syndicates (an “International Offering”)syndicates, each of which will offer and sell Securities subject to such restrictions as may shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”"PURCHASE PRICE"), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”"OFFERING PRICE"), any selling concession to dealers (the “Selling Concession”"SELLING CONCESSION"), reallowance (the “Reallowance”"REALLOWANCE"), management fee, global coordinators’ ' fee, praecipium, praecipium or other similar fees, discounts, discounts or commissions (collectively, the “Fees and Commissions”"FEES AND COMMISSIONS") with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”"PRICING DATE") and settlement date (the “Settlement Date”"SETTLEMENT DATE"), (Bvi) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, Agreement or otherwise, (Cvii) any co-managers for such Offering (the “Co"CO-Managers”MANAGERS"), (Dviii) your proposed participation in the Offering, and (Eix) any if applicable, the trustee, fiscal agent, agent or similar agent (the “Trustee”"TRUSTEE") for the indenture, trust agreement, fiscal agency agreement, agreement or similar agreement (the “Indenture”"INDENTURE") under which such Securities will be issuedissued and (x) any other principal terms of the Offering.