Borrower’s Representations and Warranties Regarding Collateral. Each Borrower represents and warrants to Agent and Lenders that so long as such Borrower is obligated to Agent and Lenders, that:

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to [Section 2.60(a)] above of the continuation or conversion of any outstanding principal amount of a Borrowing of Term Benchmark Loans before the last day of its then current Interest Period within the period required by [Section 2.06(a)] and such Borrowing is not prepaid in accordance with [Section 2.09], the Borrower shall be deemed to have elected that such Borrowing be continued as a Borrowing of Term Benchmark Loans or RFR Loans, as applicable, having an Interest Period of one month’s duration. In the event the Borrower fails to give notice pursuant to [Section 2.06(a)] above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by ​ on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans (or, at the option of the Swing Line Lender, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

There ​ at least two (2) Defaulted Loans in the Loan Portfolio or, in the event that any Defaulted Loan has been substituted or repurchased pursuant to [Section 2.19] of the Loan Agreement during the twelve-month period (or such lesser number of months that shall have elapsed since the Closing Date) ending on the Date, there ​ at least one (1) Defaulted Loan in the Loan Portfolio.

If there are at least two (2) Portfolio Loans or Purchased Participations in the Loan Portfolio on the Date with respect to which there has been a Charge-Off:

Borrower’s Availability on the Date ​ greater than or equal to ​, as required pursuant to [Section 6.1(s)] of the Loan Agreement.

Borrower’s Tangible Net Worth as of the Date ​ greater than or equal to the greater of # ​, and # Item 4(a)(ix), as required to be in compliance with [Section 6.1(q)] of the Loan Agreement.

Borrower’s Interest Coverage Ratio on the Date ​ greater than or equal to 1.25 to 1.0, the minimum Interest Coverage Ratio permitted to be maintained by Borrower pursuant to [Section 6.1(r)] of the Loan Agreement.

“Specified Purchase Agreement Representations” means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the ​, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

“Specified Merger Agreement Representations” means the representations and warranties made by the Company pursuant to [clause (i)] of the first sentence of [Section 3.10] of the Merger Agreement as are material to the interests of the ​, but only to the extent that the Lead Borrower (or the Lead Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Lead Borrower’s (or such Affiliates’) obligations under the Merger Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

comply in all material respects with all of such Borrower’s warranties and representations contained herein and Agent has received a first priority perfected security interest in and Lien upon such Contracts;

Landlord Representations. Landlord represents and warrants to Tenant that # no third party consent is required for the execution and performance of this Agreement by Landlord, # to Landlord’s actual knowledge, on the effective date hereof, Tenant is not in default under the Lease and Landlord has no claims against Tenant, # Landlord has the full right and authority to enter into this Agreement and the transactions contemplated herein and the person signing this Agreement and any other document or instrument contemplated hereby on behalf of Landlord is duly authorized to do so, and # this Agreement and all other documents to be executed by Tenant landlord in connection herewith are legal, valid, and binding obligations of Landlord and are enforceable against Landlord in accordance with their respective terms. Landlord acknowledges that Tenant is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination of the Lease.

Executive’s Representations. Executive hereby represents and warrants to the Company that: # Executive has the legal capacity to enter into and perform this Agreement; # the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound; # Executive is not subject to or bound by any employment or severance agreement with, or any non-compete, non-solicit, confidentiality or other restrictive agreement with or restrictive covenant to, any other Person that shall prevent, restrict, or otherwise interfere with Executive’s employment with the Company or the performance of Executive’s duties hereunder; and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be a valid and binding obligation of Executive, enforceable against Executive in accordance with the terms of this Agreement. Executive agrees to indemnify, defend and hold harmless the Company and its respective employees, officers, directors, managers, partners, stockholders, members, successors, and assigns from and against and be liable for all damages sustained or incurred by any such Person to the extent caused by, arising out of, resulting from or attributable to a breach or any inaccuracy of Executive’s representations and warranties under this [Section 8].

Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

Representations, Etc. Any representation, warranty or statement made or deemed made by Borrower herein or in any other Credit Document or in any certificate delivered to Lender or Lender pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or 10.03. Covenants. Borrower or any of its Subsidiaries shall # default in the due performance or observance by it of any term, covenant or agreement contained in [Section 8.01(f)(i), 8.04] (solely with respect to Borrower), 8.08, or 8.11 or Section 9 or # default in the due performance or observance by it of any other term, covenant or agreement contained in this Agreement or in any other Credit Document (other than those set forth in Sections 10.01 and 10.02) and such default pursuant to this sub clause (ii) shall continue unremedied for a period of 30 days after written notice thereof to the defaulting party by Lender; or

Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

The Employee hereby represents and warrants to the Company that # the execution, delivery and performance of this Agreement by the Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Employee is a party or by which he is bound, # the Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Employee, enforceable in accordance with its terms. The Employee hereby acknowledges and represents that he has consulted with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Securities Representations. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

Participant’s Representations. In the event the Shares have not been registered under the Securities Act, at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B to the Plan.

Company Representations. The Company hereby represents and warrants to the Holder that:

The Executive acknowledges and agrees that the Executive has fully read, understands and voluntarily enters into this Agreement. The Executive acknowledges and agrees that the Executive has had an opportunity to ask questions and consult with an attorney of the Executive’s choice before signing this Agreement. The Executive further acknowledges that the Company has not provided the Executive with any legal advice regarding this Agreement.