Existing Obligations. The Borrower hereby acknowledges, confirms and agrees that it is indebted to the Lenders for all the "Obligations" (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, immediately prior to the Effective Date, without offset, defense or counterclaim of any kind, nature or description whatsoever. On the Execution Date, such “Obligations” (as defined in the Existing Credit Agreement) were in the aggregate principal amount of $167,000,000 in respect of "Loans" (as defined in the Existing Credit Agreement), all of which were “Revolving Credit Loans” (as defined in the Existing Credit Agreement), together with all accrued and unpaid interest thereon (to the extent applicable), and all fees, costs, expenses and other charges relating thereto, all of which were unconditionally owing by the Borrower to the "Lenders" (as defined in the Existing Credit Agreement), without offset, defense or counterclaim of any kind, nature or description whatsoever.

No CONFLICT WITH EXISTING OBLIGATIONS. Employee represents that Employee's performance of all the terms of this Agreement and as an Employee of the Company do not and will not breach any agreement or obligation of any kind made prior to Employee's employment by the Company, including agreements or obligations Employee may have with prior employers or entities for which Employee has provided services. Employee has not entered into, and Employee agrees that Employee will not enter into, any agreement or obligation, either written or oral, in conflict herewith.

Existing Obligations. The Loan Parties hereby acknowledge, confirm and agree that, as of the close of business on March 24, 2016, Leading Borrower and the other Loan Parties are indebted to Administrative Agent and Lenders in respect of Tranche A-1 Loans and Tranche A Revolving Loans under the Existing Credit Agreement in the aggregate principal amount of $42,700,000, $36,700,000 of which are Tranche A Revolving Loans, and $6,000,000 of which are Tranche A-1 Loans, in each case, together with all interest accrued and accruing thereon (to the extent applicable), and $6,347,934 in respect of outstanding Letters of Credit and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Borrower and the other Loan Parties to Administrative Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever. The parties hereto agree that upon the satisfaction of the conditions precedent set forth in Section 4.01 of this Agreement, # all Tranche A Revolving Loans shall be deemed Revolving Loans, # all of the Tranche A-1 Loans and Obligations relating thereto shall have been paid in full and all of the Tranche A-1 Commitments are deemed terminated, and # all of the Tranche A Revolving Loan Commitments shall be deemed Commitments.

Within [​] Business Days following the Effective Date, Atara shall provide to Bayer a true and complete unredacted copy of each Existing Agreement. During the term of this Agreement, Atara shall:

No Conflict with Existing Obligations. Executive represents that Executive’s performance of all the terms of this Agreement and as an Executive of the Company do not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith.

Third Party Rights; Existing Obligations. Notwithstanding any provision to the contrary in this Agreement, each Party’s rights under this Article 9 (Intellectual Property) with respect to the Prosecution and enforcement of any LogicBio Licensed Patent Right is subject to the rights of certain Third Parties to the extent set forth in any Existing In-License Agreement.

. Borrowers and Guarantors hereby acknowledge, confirm and agree that # Existing Spartan Borrowers are indebted to Administrative Agent and Lenders for loans and advances to Existing Spartan Borrowers under the Existing Spartan Credit Agreement, as of the close of business on November 18, 2013, in the aggregate principal amount of $56,607,277.70 and the aggregate amount of $550,000 in respect of Letter of Credit Obligations (as defined in the Existing Spartan Credit Agreement) and # Existing [[Nash-Finch:Organization]] Borrowers are indebted to Administrative Agent and Lenders for loans and advances to Existing [[Nash-Finch:Organization]] Borrowers under the Existing [[Nash-Finch:Organization]] Credit Agreement, as of the close of business on November 18, 2013, in the aggregate principal amount of $373,542,053 and the aggregate amount of $13,685,284 in respect of L/C Obligations (as defined in the Existing [[Nash-Finch:Organization]] Credit Agreement), in each case, together with all interest accrued and accruing thereon (to the extent applicable), and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Borrowers and Guarantors to Administrative Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.

Disclosure of Existing Obligations. Except as disclosed in writing on [Attachment B], Employee certifies the following:

Existing Securities; Obligations. Except as disclosed in the SEC Documents: # none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; # there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to this Agreement); # there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and # neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

. The Loan Parties hereby acknowledge, confirm and agree that, as of the date hereof , the Loan Parties are indebted to Agent (in its capacity as agent under the Existing Credit Agreement) and Existing Lenders in respect of extensions of credit under the Existing Credit Agreement in the aggregate principal amount of $71,000,000, and with respect to the Letters of Credit $995,931, in each case together with all interest accrued and accruing thereon (to the extent applicable), and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Borrowers to Agent (in its capacity as agent under the Existing Credit Agreement) and Existing Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.