Company Acting on Behalf of Itself and Subsidiary Borrower. Whether or not expressly provided herein, each notice or certificate delivered hereunder or in connection herewith or the other Loan Documents by or to the Company (in its capacity as a Borrower) or an officer thereof, and each notice or consent requested by or from the Company (in its capacity as a Borrower) or an officer thereof, shall be so delivered or given to, by or on behalf of the Company for the benefit of itself and the Subsidiary Borrower. In furtherance and without limitation of the foregoing, the Company is hereby authorized and given a power of attorney by and on behalf of the Subsidiary Borrower to perform and accept any and all such actions on its behalf under this Agreement and the other Loan Documents.

Subsidiary Borrower Designation. With respect to any Loan to be made to any Subsidiary Borrower, such Subsidiary Borrower shall have been designated as a Subsidiary Borrower pursuant to [Section 10.1(c)(i)] and such Subsidiary Borrower shall not have been removed as a Subsidiary Borrower pursuant to [Section 10.1(c)(ii)] (unless such Subsidiary shall have been redesignated as a Subsidiary Borrower pursuant to [Section 10.1(c)(i)] and such redesignation shall be in effect as of the date of such Loan.

​, acting on behalf of itself and its Subsidiaries and Affiliates

No Subsidiary Borrower Bankruptcy Events. With respect to any Loan to be made for the account of any Subsidiary Borrower, # such Subsidiary Borrower shall not have # commenced any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors # seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or # seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or # made a general assignment for the benefit of its creditors; or # there shall not be commenced against such Subsidiary Borrower any case, proceeding or other action of a nature referred to in [clause (i) above] that # results in the entry of an order for relief or any such adjudication or appointment or # remains undismissed, undischarged or unbonded for a period of 90 days.

Borrowing/Election Notice. The Company (on behalf of itself or the Subsidiary Borrower) shall deliver to the Administrative Agent a Borrowing/Election Notice, signed by it, in accordance with the terms of [Section 2.7], in order to request an Advance.

Acting as Principal. [[Organization C:Organization]] will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal).

The Company hereby requests, on behalf of itself or, if applicable, the Designated Borrower referenced in item 6 below (the “Applicable Designated Borrower”) (select one):

Subsidiary. HoldCo has only one subsidiary, which is the Company. The Company has no subsidiaries.

Subsidiary. Buyer is the sole shareholder of Merger Sub and does not directly or indirectly own of record or beneficially any other capital stock or equity interest or investment in any corporation, association or business entity other than that set forth on [Schedule 4.3].

Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has # directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, # made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, # failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or # violated in any material respect any provision of FCPA.