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;

Employee represents that his performance of all of the terms of this Agreement does not and will not breach any arrangement to keep in confidence information acquired by Employee in confidence or in trust prior to Employee’s employment by the Company. Employee represents that he has not entered into, and agrees not to enter into, any agreement either oral or written in conflict herewith.

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.

Denali Representations. Denali hereby represents and warrants the following to ​:

General Representations. I represent, acknowledge and agree that:

Executive Representations. Executive represents to the Company that the execution of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder will not breach, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound. Executive acknowledges that she has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

Investment Representations. As a condition to the exercise of an Option, the Administrator may require the person exercising such Option 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.

Seller Representations. Without derogating from any representations, warranties or covenants of the Seller hereinabove, Purchaser, in making its decision to purchase the Proprietary Information, has neither conducted independent due diligence inquiries nor ask questions of, and receive answers from, Seller and its representatives concerning the Proprietary Information sufficient to enable it to evaluate the transaction contemplated under the Agreement, and that it is relying solely upon any examination or inquiry performed by the Seller. Nothing set forth in this [Section 5] shall be deemed to detract from or otherwise prejudice Purchaser’s reliance on the Seller’ representations and warranties set forth in this Agreement. Further, neither any inquiries nor any other investigation conducted by or on behalf of Purchaser or its representatives or counsel, if any, shall modify, amend or affect Purchaser’s right to rely on the truth, accuracy and completeness of the Seller’ representations and warranties contained in this Agreement.

Executive Representations. Executive represents that Executive is not subject to any restrictive covenant, confidentiality agreement, or any other agreement that would prevent Executive from accepting employment with Employer, and based on the information provided to Employer by Executive, Employer accepts such representation.

Employee Representations. Employee expressly agrees to and acknowledges, confirms and represents to the following, and intends for the Company to rely upon the following in entering this Agreement: