Authority of the Representative Clause Samples

Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Initial Purchasers, and any such action taken by ▇.▇. ▇▇▇▇▇▇ Securities LLC shall be binding upon the Initial Purchasers.

Authority of the Representative. In connection with this Agreement, the Representative will act for and on behalf of the several Underwriters, and any action taken under this Agreement by the Representative, will be binding on all the Underwriters.

Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by the Representative on behalf of the Initial Purchasers, and any such action taken by the Representative shall be binding upon the Initial Purchasers.

Authority of the Representative. Any action by the Underwriters hereunder may be taken by ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, and any such action taken by ▇.▇. ▇▇▇▇▇▇ Securities LLC shall be binding upon the Underwriters.

Authority of the Representative. Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities Inc. on behalf of the Underwriters, and any such ▇▇▇▇▇▇ ▇▇▇en by J.P. Morgan Securities Inc. shall be binding upon the Underwriters.

Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by BofAS on behalf of the Initial Purchasers, and any such action taken by BofAS shall be binding upon the Initial Purchasers.

Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by ▇▇▇▇▇ Fargo Securities, LLC on behalf of the Initial Purchasers, and any such action taken by ▇▇▇▇▇ Fargo Securities, LLC shall be binding upon the Initial Purchasers.

Authority of the Representative. We authorize you, acting as Representative of the Underwriters, to execute and deliver on our behalf, the Underwriting Agreement, and to agree to any variation of its terms (except as to the purchase price and the number of our Securities) which, in your judgment, is not a variation which materially and adversely affects our rights and obligations. We also authorize you, in your discretion and on our behalf, with approval of counsel for the Underwriters, to approve the Prospectus and to approve of, or object to, any further amendments to the Registration Statement, or amendments or supplements to the Prospectus. We further authorize you to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement and to take all such action as you in your discretion may believe desirable to carry out the provisions of the Underwriting Agreement and of this Agreement including the extension of any date specified in the Underwriting Agreement, the exercise of any right of cancellation or termination and to determine all matters relating to the public advertisement of the Securities; provided, however, that, except with the consent of Underwriters who shall have agreed to purchase in the aggregate 50% or more of the Securities, no extension of the time by which the Registration Statement is to become effective as provided in the Underwriting Agreement shall be for a period in excess of two business days. We authorize you to take such action as in your discretion may be necessary or desirable to effect the sale and distribution of the Securities, including, without limiting the generality of the foregoing, the right to determine the terms of any proposed offering, the concession to Selected Dealers (as hereinafter defined) and the reallowance, if any, to other dealers and the right to make the judgments provided for in the Underwriting Agreement.

Authority of the Representative. The Representative is duly authorized to act hereunder on behalf of the other Underwriters. Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding on all the Underwriters. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, TPG SPECIALTY LENDING, INC. By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer TSL ADVISERS, LLC By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President BOFA SECURITIES, INC. Acting on behalf of itself and the several Underwriters listed in Schedule 1 hereto. BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director The Purchase Price for the Securities to be paid by the several Underwriters shall be 101.075% of the aggregate principal amount thereof, plus accrued and unpaid interest from November 1, 2019 up to, but not including, February 5, 2020. Underwriter Principal Amount of Securities to be Purchased BofA Securities, Inc. $ 11,000,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 6,250,000 Citigroup Global Markets Inc. 4,500,000 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 4,500,000 Mizuho Securities USA LLC 2,500,000 ▇▇▇▇▇▇▇ Sachs & Co. LLC 2,500,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 2,500,000 RBC Capital Markets, LLC 2,500,000 SMBC Nikko Securities America, Inc. 2,500,000 MUFG Securities Americas Inc. 2,000,000 HSBC Securities (USA) Inc. 1,750,000 ICBC Standard Bank Plc 1,250,000 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 1,250,000 JMP Securities LLC 1,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. 1,000,000 ▇▇▇▇▇ Fargo Securities, LLC 1,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 750,000 Santander Investment Securities Inc. 750,000 Comerica Securities, Inc. 500,000 Total $ 50,000,000 1. Pricing Term Sheet, dated January 29, 2020, containing the terms governing the Securities, substantially in the form of Annex A to this Agreement, filed with the Commission on January 29, 2020 pursuant to Rule 433. 1. TC Lending, LLC 2. TPG SL SPV, LLC 3. TSL MR, LLC The following sets forth the final terms of the 3.875% Notes due 2024 and should only be read together with the preliminary prospectus supplement dated January 29, 2020, together with the accompanying prospectus dated May 7, 2019, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the...