Common use of Lender’s Representations Clause in Contracts

Lender’s Representations. Each Lender providing a portion of the Term Loan A that was not a Lender prior to the date hereof (a) represents and warrants that it is a commercial lender, other financial institution or other “accredited” investor (as defined in Regulation D as promulgated by the Securities and Exchange Commission) that makes or acquires loans in the ordinary course of business and that it will make its portion of the Term Loan A for its own account in the ordinary course of business; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements most recently delivered under Sections 10.1.1 and 10.1.2 of the Credit Agreement (as amended by this Amendment to be in the form attached hereto as Exhibit A) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes each of the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, each Lender providing a Term Loan A Commitment shall be (i) a party to the Credit Agreement and the other Loan Documents and (ii) a “Lender” for all purposes of the Credit Agreement and the other Loan Documents; (f) agrees that it will perform all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a “Lender” under the Credit Agreement; (g) agrees that it and each other Lender providing a Term Loan A Commitment shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents; and (h) agrees to waive the borrowing notice provisions of Section 2.2.2 of the Credit Agreement with respect to the advance of the Term Loan A on the date hereof.

Lender’s Representations. Each 2022 Incremental Revolving Lender providing a portion of the Term Loan A that was is not a Lender prior to under the date hereof Existing Credit Agreement hereby (a) represents and warrants that (i) it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a commercial lenderLender under Section 11.6(b) of the Credit Agreement, other financial institution or other “accredited” investor (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as defined in Regulation D as promulgated may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the Securities and Exchange Commission) that makes or acquires loans in the ordinary course of business and that it will make its portion provisions of the Term Loan A for its own account in Credit Agreement as a Revolving Lender and a Lender thereunder and shall have the ordinary course obligations of business; a Revolving Lender and a Lender thereunder, (biv) confirms that it has received a copy of the Credit Agreement, together with and has received, or has been accorded the opportunity to receive, copies of the most recent financial statements most recently delivered under Sections 10.1.1 and 10.1.2 of the Credit Agreement (pursuant to Section 6.1 thereof, as amended by this Amendment to be in the form attached hereto as Exhibit A) applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; , (v) if applicable, it has duly completed an administrative questionnaire and applicable Forms and (vi) it is not a Debt Fund Affiliate, (b) makes the representations and warranties contained in Section 10.7 of the Credit Agreement (to the extent Section 10.7 requires such representations and warranties to be made) and (c) agrees that (i) it will, independently and without reliance upon on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes each of the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, each Lender providing a Term Loan A Commitment shall be (i) a party to the Credit Agreement and the other Loan Documents and (ii) a “Lender” for all purposes of the Credit Agreement and the other Loan Documents; (f) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a “Revolving Lender and a Lender” under the Credit Agreement; (g) agrees that it and each other Lender providing a Term Loan A Commitment shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents; and (h) agrees to waive the borrowing notice provisions of Section 2.2.2 of the Credit Agreement with respect to the advance of the Term Loan A on the date hereof.

Lender’s Representations. Each The Lender providing a portion of the Term Loan A that was not a Lender prior to the date hereof (a) hereby represents and warrants to the Borrower that (i) it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (ii) it understands that this Note and the shares of Common Stock underlying this Note (collectively, the “Securities”) have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Lender’s investment intention; in this connection, the Lender hereby represents that it is purchasing the Securities for the Lender’s own account for investment and not with a commercial lenderview toward the resale or distribution to others; provided, other financial institution or other that Lender may syndicate participations in the Securities among a limited number of participants who all meet the suitability standards of an “accreditedaccredited investor” investor (as defined in Rule 501(a) of Regulation D as promulgated of the Securities Act and will share among themselves and the Lender an economic interest in the Securities on a pari passu, pass through basis with investment intent, such that the availability of the private placement exemption for the issuance of the Note under Rule 506 of Regulation D of the Securities Act is preserved, (iii) the Lender, if an entity, further represents that it was not formed for the purpose of purchasing the Securities, (iv) the Lender acknowledges that the issuance of this Note has not been reviewed by the United States Securities and Exchange CommissionCommission (the “SEC”) that makes or acquires loans nor any state regulatory authority since the issuance of this Note is intended to be exempt from the registration requirements of Section 4(2) of the Securities Act and Rule 506 of Regulation D, and (v) the Lender acknowledges receipt and careful review of this Note, the Borrower’s filings with the SEC (including without limitation, any risk factors included in the ordinary course of business Borrower’s most recent Annual Report on Form 10-K), and that it will make its portion of the Term Loan A for its own account in the ordinary course of business; (b) confirms any documents which may have been made available upon request as reflected therein, and hereby represents that it has received a copy been furnished by the Borrower with all information regarding the Borrower, the terms and conditions of the Credit Agreementpurchase and any additional information that the Lender has requested or desired to know, together with copies and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the financial statements most recently delivered under Sections 10.1.1 Borrower concerning the Borrower and 10.1.2 the terms and conditions of the Credit Agreement (as amended by this Amendment to be in the form attached hereto as Exhibit A) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes each of the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, each Lender providing a Term Loan A Commitment shall be (i) a party to the Credit Agreement and the other Loan Documents and (ii) a “Lender” for all purposes of the Credit Agreement and the other Loan Documents; (f) agrees that it will perform all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a “Lender” under the Credit Agreement; (g) agrees that it and each other Lender providing a Term Loan A Commitment shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents; and (h) agrees to waive the borrowing notice provisions of Section 2.2.2 of the Credit Agreement with respect to the advance of the Term Loan A on the date hereofpurchase.

Lender’s Representations. Each The Lender providing a portion of the Term Loan A that was not a Lender prior to the date hereof (a) hereby represents and warrants to the Borrower that (i) it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (ii) it understands that this Note and the shares of Common Stock underlying this Note (collectively, the "Securities") have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Lender's investment intention; in this connection, the Lender hereby represents that it is purchasing the Securities for the Lender's own account for investment and not with a commercial lenderview toward the distribution to others; provided, other financial institution or other “accredited” investor (that Lender may syndicate participations in the Securities among a limited number of participants who all meet the suitability standards of an "accredited investor" as defined in Rule 501(a) of Regulation D as promulgated of the Securities Act and will share among themselves and the Lender an economic interest in the Securities on a pari passu, pass through basis with investment intent, such that the availability of the private placement exemption for the issuance of the Note under Rule 506 of Regulation D of the Securities Act is preserved, (iii) the Lender, if an entity, further represents that it was not formed for the purpose of purchasing the Securities, (iv) the Lender acknowledges that the issuance of this Note has not been reviewed by the United States Securities and Exchange CommissionCommission (the "SEC") that makes or acquires loans nor any state regulatory authority since the issuance of this Note is intended to be exempt from the registration requirements of Section 4(2) of the Securities Act and Rule 506 of Regulation D, and (v) the Lender acknowledges receipt and careful review of this Note, the Borrower's filings with the SEC (including without limitation, any risk factors included in the ordinary course of business Borrower's most recent Annual Report on Form 10-K), and that it will make its portion of the Term Loan A for its own account in the ordinary course of business; (b) confirms any documents which may have been made available upon request as reflected therein, and hereby represents that it has received a copy been furnished by the Borrower with all information regarding the Borrower, the terms and conditions of the Credit Agreementpurchase and any additional information that the Lender has requested or desired to know, together with copies and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the financial statements most recently delivered under Sections 10.1.1 Borrower concerning the Borrower and 10.1.2 the terms and conditions of the Credit Agreement (as amended by this Amendment to be in the form attached hereto as Exhibit A) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes each of the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, each Lender providing a Term Loan A Commitment shall be (i) a party to the Credit Agreement and the other Loan Documents and (ii) a “Lender” for all purposes of the Credit Agreement and the other Loan Documents; (f) agrees that it will perform all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a “Lender” under the Credit Agreement; (g) agrees that it and each other Lender providing a Term Loan A Commitment shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents; and (h) agrees to waive the borrowing notice provisions of Section 2.2.2 of the Credit Agreement with respect to the advance of the Term Loan A on the date hereofpurchase.

Lender’s Representations. Each The Lender providing a portion of the Term Loan A that was not a Lender prior to the date hereof (a) hereby represents and warrants to the Borrower that (i) it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) it understands that this Note and the shares of Common Stock underlying this Note (collectively, the “Securities”) have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Lender’s investment intention; in this connection, the Lender hereby represents that it is purchasing the Securities for the Lender’s own account for investment and not with a commercial lenderview toward the resale or distribution to others, other financial institution or other “accredited” investor (as defined in Regulation D as promulgated iii) the Lender, if an entity, further represents that it was not formed for the purpose of purchasing the Securities, (iv) the Lender acknowledges that the issuance of this Note has not been reviewed by the United States Securities and Exchange CommissionCommission (the “SEC”) that makes nor any state regulatory authority since the issuance of this Note is intended to be exempt from the registration requirements of Section 4(2) of the Securities Act and Rule 506 of Regulation D, (v) the Lender agrees not to sell, pledge, assign or acquires loans otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available, and (vi) the Lender acknowledges receipt and careful review of this Note, the Borrower’s filings with the SEC (including without limitation, any risk factors included in the ordinary course of business Borrower’s most recent Annual Report on Form 10-K), and that it will make its portion of the Term Loan A for its own account in the ordinary course of business; (b) confirms any documents which may have been made available upon request as reflected therein, and hereby represents that it has received a copy been furnished by the Borrower with all information regarding the Borrower, the terms and conditions of the Credit Agreementpurchase and any additional information that the Lender has requested or desired to know, together with copies and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the financial statements most recently delivered under Sections 10.1.1 Borrower concerning the Borrower and 10.1.2 the terms and conditions of the Credit Agreement (as amended by this Amendment to be in the form attached hereto as Exhibit A) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes each of the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, each Lender providing a Term Loan A Commitment shall be (i) a party to the Credit Agreement and the other Loan Documents and (ii) a “Lender” for all purposes of the Credit Agreement and the other Loan Documents; (f) agrees that it will perform all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a “Lender” under the Credit Agreement; (g) agrees that it and each other Lender providing a Term Loan A Commitment shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents; and (h) agrees to waive the borrowing notice provisions of Section 2.2.2 of the Credit Agreement with respect to the advance of the Term Loan A on the date hereofpurchase.

Lender’s Representations. Each 2021 Incremental Revolving Lender providing a portion of the Term Loan A that was is not a Lender prior to under the date hereof Existing Credit Agreement hereby (a) represents and warrants that (i) it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a commercial lenderLender under Section 11.6(b) of the Credit Agreement, other financial institution or other “accredited” investor (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as defined in Regulation D as promulgated may be required under the Credit Agreement), (iii) from and after the Initial Effective Date, it shall be bound by the Securities and Exchange Commission) that makes or acquires loans in the ordinary course of business and that it will make its portion provisions of the Term Loan A for its own account in Credit Agreement as a Revolving Lender and a Lender thereunder and shall have the ordinary course obligations of business; a Revolving Lender and a Lender thereunder, (biv) confirms that it has received a copy of the Credit Agreement, together with and has received, or has been accorded the opportunity to receive, copies of the most recent financial statements most recently delivered under Sections 10.1.1 and 10.1.2 of the Credit Agreement (pursuant to Section 6.1 thereof, as amended by this Amendment to be in the form attached hereto as Exhibit A) applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; , (v) if applicable, it has duly completed an administrative questionnaire and applicable Forms and (vi) it is not a Debt Fund Affiliate, (b) makes the representations and warranties contained in Section 10.7 of the Credit Agreement (to the extent Section 10.7 requires such representations and warranties to be made) and (c) agrees that (i) it will, independently and without reliance upon on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes each of the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, each Lender providing a Term Loan A Commitment shall be (i) a party to the Credit Agreement and the other Loan Documents and (ii) a “Lender” for all purposes of the Credit Agreement and the other Loan Documents; (f) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a “Revolving Lender and a Lender” under the Credit Agreement; (g) agrees that it and each other Lender providing a Term Loan A Commitment shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents; and (h) agrees to waive the borrowing notice provisions of Section 2.2.2 of the Credit Agreement with respect to the advance of the Term Loan A on the date hereof.

Lender’s Representations. Each Amendment No. 6 Refinancing Term Lender providing a portion of the Term Loan A that was is not a Lender prior to under the date hereof Existing Credit Agreement hereby (a) represents and warrants that (i) it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a commercial lenderLender under Section 11.6(b) of the Credit Agreement, other financial institution or other “accredited” investor (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as defined in Regulation D as promulgated may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the Securities and Exchange Commission) that makes or acquires loans in the ordinary course of business and that it will make its portion provisions of the Credit Agreement as a Term Loan A for its own account in Lender and a Lender thereunder and shall have the ordinary course obligations of business; a Term Lender and a Lender thereunder, (biv) confirms that it has received a copy of the Credit Agreement, together with and has received, or has been accorded the opportunity to receive, copies of the most recent financial statements most recently delivered under Sections 10.1.1 and 10.1.2 of the Credit Agreement (pursuant to Section 6.1 thereof, as amended by this Amendment to be in the form attached hereto as Exhibit A) applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; , (v) if applicable, it has duly completed an administrative questionnaire and applicable Forms and (vi) it is not a Debt Fund Affiliate, (b) makes the representations and warranties contained in Section 10.7 of the Credit Agreement (to the extent Section 10.7 requires such representations and warranties to be made) and (c) agrees that (i) it will, independently and without reliance upon on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes each of the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, each Lender providing a Term Loan A Commitment shall be (i) a party to the Credit Agreement and the other Loan Documents and (ii) a “Lender” for all purposes of the Credit Agreement and the other Loan Documents; (f) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a “Term Lender and a Lender” under the Credit Agreement; (g) agrees that it and each other Lender providing a Term Loan A Commitment shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents; and (h) agrees to waive the borrowing notice provisions of Section 2.2.2 of the Credit Agreement with respect to the advance of the Term Loan A on the date hereof.

Lender’s Representations. Each 2023 Lender providing a portion of the Term Loan A that was not a Lender prior to the date hereof (a) represents and warrants that (i) it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and, if not already a commercial lenderparty to the Existing Credit Agreement, other financial institution or other “accredited” investor to become a Lender under Section 11.6(b) of the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as defined in Regulation D as promulgated may be required under the Credit Agreement), (iii) from and after the Amendment No. 6 Effective Date, it shall be bound by the Securities and Exchange Commission) that makes or acquires loans in the ordinary course of business and that it will make its portion provisions of the Term Loan A for its own account in Credit Agreement as a Lender thereunder and shall have the ordinary course obligations of business; a Lender thereunder, (biv) confirms that it has received a copy of the Credit Agreement, together with and has received, or has been accorded the opportunity to receive, copies of the most recent financial statements most recently delivered under Sections 10.1.1 and 10.1.2 of the Credit Agreement (pursuant to Section 6.1 thereof, as amended by this Amendment to be in the form attached hereto as Exhibit A) applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; , (cv) if applicable, it has duly completed an administrative questionnaire and applicable Forms, (vi) it is not a Debt Fund Affiliate and (vii) makes the representations and warranties contained in Section 10.7 of the Credit Agreement (to the extent Section 10.7 requires such representations and warranties to be made) and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes each of the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, each Lender providing a Term Loan A Commitment shall be (i) a party to the Credit Agreement and the other Loan Documents and (ii) a “Lender” for all purposes of the Credit Agreement and the other Loan Documents; (f) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a “Lender” under the Credit Agreement; (g) agrees that it and each other Lender providing a Term Loan A Commitment shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents; and (h) agrees to waive the borrowing notice provisions of Section 2.2.2 of the Credit Agreement with respect to the advance of the Term Loan A on the date hereof.