ERISA Lender Representation. Each Refinancing Lender # represents and warrants, as of the Effective Date, to, and # covenants, from the Effective Date to the date such Person ceases being a Refinancing Lender to the Credit Agreement, for the benefit of, the Administrative Agent and each other Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the provisions in [Section 10.12(a)] to the Credit Agreement (after giving effect to this Amendment) is true and correct.

Lender Representation. (a) Each Lender # represents and warrants, as of the date such Person became a Lender party hereto, to, and # covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

Representation. The Company represents that it # has been represented in connection with the negotiation and preparation of this Agreement by counsel the Company’s choosing. YourSpace and the Shareholders have chosen not to be represented by counsel after careful deliberation and with knowledge of the risks thereto. Each party has authority to enter into and sign the Agreement; and enters into and signs the same by its own free will.

#[[Organization B:Organization]] acknowledges that [[Organization B:Organization]] understands the risks associated with the Study and the services provided under this Agreement. Medical device and drug development programs often fail to demonstrate safety and/or effectiveness in clinical studies, fail to receive FDA approval, IRB/EC approval or may not be commercialized due to many reasons beyond the control of Applied Biology. [[Organization B:Organization]] hereby waives all claims, and releases and holds harmless Applied Biology, it officers, directors, employees, and contractors from any damages and liabilities should the Study or any services associated with this Agreement fail to or receive an FDA or any other regulatory approval.

Representation. The Executive represents and warrants to the Company, and the Executive acknowledges that the Company has relied on such representations and warranties in offering to employ the Executive, that neither the Executive’s duties as an employee of the Company nor his performance of this Agreement will breach any other agreement to which the Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by the Executive prior to his employment by the Company. In addition, the Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause.

Representation. You represent and warrant that your execution and delivery of this Agreement and your performing the contemplated services does not and will not conflict with or result in any breach or default under any agreement, contract or arrangement which you are a party to or violate any other legal restriction, nor will any member of the ​ Group knowingly request or require you to take any action that would violate any prior agreement, contract or arrangement of which the Company has been made aware on or prior to the date of this Agreement.

Representation. Tenant acknowledges that it has been represented, or has had sufficient opportunity to obtain representation of counsel with respect to this Amendment. Tenant represents to Landlord that Tenant has read and understood the terms hereof and the consequences of executing this Amendment and that, except as expressly set forth herein, no representations have been made to Tenant to induce the execution of this Amendment. Tenant further waives any right it may have to require the provisions of this Amendment to be construed against the party who drafted it.

ERISA. To the knowledge of the Company, # each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and the Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); # no prohibited transaction, within the meaning of [Section 406] of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and # for each such plan that is subject to the funding rules of Section 412 of the Code or [Section 302] of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) equals or exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, other than, in the case of [(i), (ii) and (iii) above], as would not have a Material Adverse Effect.

ERISA. From the fifth fiscal year preceding the current year through the termination of this Agreement (the “Reporting Period”), with respect to any plan within the meaning of [Section 3(3)] of ERISA that is sponsored or maintained by [[Organization C:Organization]] or any ERISA Affiliate, or to which [[Organization C:Organization]] or any ERISA Affiliate contributes or has contributed (each, a “Plan”), the benefits under which Plan are guaranteed, in whole or in part, by the PBGC # [[Organization C:Organization]] and each ERISA Affiliate has funded and will continue to fund each Plan as required by the provisions of Section 412 of the Code; # [[Organization C:Organization]] and each ERISA Affiliate has caused and will continue to cause (directly or indirectly) each Plan to pay all benefits when due; # neither [[Organization C:Organization]] nor any ERISA Affiliate has been or is obligated to contribute to any multiemployer plan as defined in [Section 3(37)] of ERISA; # [[Organization C:Organization]] (on behalf of ERISA Affiliate, if applicable) will provide to [[Organization B:Organization]] # no later than the date of submission to the PBGC, a copy of any notice of a Plan’s termination # no later than the date of submission to the Department of Labor or to the Internal Revenue Service, as the case may be, a copy of any request for waiver from the funding standards or extension of the amortization periods required by Section 412 of the Code and # notice of any Reportable Event as such term is defined in ERISA (and has, prior to the date of this Agreement, provided to [[Organization B:Organization]] a copy of any document described in clauses (iv)(A),

ERISA. Borrower will, and will cause each of its Subsidiaries to, # except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, comply in all material respects with the provisions of ERISA and the Code applicable to ERISA Plans and the laws applicable to any Foreign Pension Plan, # furnish to Lender as soon as possible after, and in any event within ten (10) days after any responsible officer of Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any event described in [Section 10.06] has occurred or is reasonably expected to occur that, alone or together with any other event described therein that has occurred or is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect, a statement of the chief financial officer of Borrower setting forth details as to such event and the action, if any, that Borrower, or any of its Subsidiaries proposes to take with respect thereto and # promptly and in any event within ten (10) days after the filing thereof with the # United States Department of Labor, furnish to Lender copies of each [Schedule SB] (Actuarial Information) to the Annual Report (Form 5500 Series) and # PBGC, furnish to Lender copies of material correspondence with respect to any of the events referred to in [clause (b) above], in each case with respect to each ERISA Plan.