Common use of Assumption and Acknowledgment Clause in Contracts

Assumption and Acknowledgment. Effective immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunder, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Life Time hereby assumes all of Initial Borrower’s rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the “Borrower” hereunder (collectively, the “Assumption”), including, any claims, liabilities, or obligations arising from Initial Borrower’s failure to perform any of its covenants, agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings hereby acknowledges the Assumption by Life Time and its effectiveness immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto, Life Time hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, and agreements contained herein which are binding upon, and to be observed or performed by, the Borrower. Each Agent and each Lender hereby consents to the Assumption.

Assumption and Acknowledgment. Effective immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunderhereunder and the consummation of the Closing Date Merger, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Life Time Convey Health Solutions, Inc. hereby assumes all of the Initial Borrower’s rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the “Borrower” hereunder (collectively, the “Assumption”), ) including, any claims, liabilities, liabilities or obligations arising from Initial Borrower’s failure to perform any of its covenants, agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings hereby acknowledges the Assumption by Life Time Convey Health Solutions, Inc. and its effectiveness immediately after the consummation of the MergerAcquisition, the execution and delivery by Life Time Convey Health Solutions, Inc. of a counterpart hereto and the funding of the Closing Date Loans hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto, Life Time Convey Health Solutions, Inc. hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, warranties and agreements contained herein which are binding upon, and to be observed or performed by, the Borrower. Each Agent Agent, each Lender and each Lender Issuing Bank hereby consents to the Assumption.

Assumption and Acknowledgment. Effective immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto Closing Date Merger and the funding of the Closing Date Loans hereunder, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Life Time the Company hereby assumes all of the Initial Borrower’s rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the “Borrower” hereunder (collectively, the “Assumption”), ) including, any claims, liabilities, or obligations arising from Initial Borrower’s failure to perform any of its covenants, agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings hereby acknowledges the Assumption by Life Time the Company and its effectiveness immediately after the consummation of the MergerAcquisition, the execution and delivery by Life Time the Company of a counterpart hereto and the funding of the Closing Date Loans hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto, Life Time the Company hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, and agreements contained herein which are binding upon, and to be observed or performed by, the Borrower. Each Agent and each Lender hereby consents to the Assumption.

Assumption and Acknowledgment. Effective immediately after the consummation of the Closing Date Merger, the execution and delivery by Life Time the Borrower of a counterpart hereto and the funding making of the Closing Date Loans initial Credit Extensions hereunder, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Life Time IEA hereby assumes all of the Initial Borrower’s rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the “Borrower” hereunder (collectively, the “Assumption”), including, any claims, liabilities, or obligations arising from the Initial Borrower’s failure to perform any of its covenants, agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings The Initial Borrower hereby acknowledges the Assumption by Life Time the Borrower and its effectiveness immediately after the consummation of the Closing Date Merger, the execution and delivery by Life Time the Borrower of a counterpart hereto and the funding making of the Closing Date Loans initial Credit Extensions hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto, Life Time the Borrower hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, and agreements contained herein which are binding upon, and to be observed or performed by, the Borrower. Each The Administrative Agent and each Lender hereby consents to the Assumption.

Assumption and Acknowledgment. Effective immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunderhereunder and the consummation of the Closing Date Merger, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Life Time Convey Health Solutions, Inc. hereby assumes all of the Initial Borrower’s rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the “Borrower” hereunder (collectively, the “Assumption”), ) including, any claims, liabilities, liabilities or obligations arising from Initial Borrower’s failure to perform any of its covenants, agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings hereby acknowledges the Assumption by Life Time Convey Health Solutions, Inc. and its effectiveness immediately after the consummation of the MergerAcquisition, the execution and delivery by Life Time Convey Health Solutions, Inc. of a counterpart hereto and the funding of the Closing Date Loans hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto, Life Time Convey Health Solutions, Inc. hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, warranties and agreements contained herein which are binding upon, and to be observed or performed by, the Borrower. Each Agent Agent, each Lender and each Lender Issuing Bank hereby consents to the Assumption.. 283

Assumption and Acknowledgment. Effective immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunder, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Life Time hereby assumes all of Initial Borrower’s rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the “Borrower” hereunder (collectively, the “Assumption”), including, any claims, liabilities, or obligations arising from Initial Borrower’s failure to perform any of its covenants, agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings hereby acknowledges the Assumption by Life Time and its effectiveness immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto, Life Time hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, and agreements contained herein which are 195 binding upon, and to be observed or performed by, the Borrower. Each Agent and each Lender hereby consents to the Assumption.

Assumption and Acknowledgment. Effective immediately after the consummation of the MergerIWCO Acquisition, the execution and delivery by Life Time the Borrower of a counterpart hereto and the funding of the Closing Loans on the Effective Date Loans hereunder, and without affecting any of the obligations of Holdings Parent as a Guarantor under any Loan Document, Life Time the Borrower hereby assumes all of the Initial Borrower’s rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the a “Borrower” hereunder (collectively, the “Assumption”), ) including, any claims, liabilities, or obligations arising from Initial Borrower’s failure to perform any of its covenants, agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings Initial Borrower hereby acknowledges the Assumption by Life Time the Borrower and its effectiveness immediately after the consummation of the MergerAcquisition, the execution and delivery by Life Time the Borrower of a counterpart hereto and the funding of the Closing Loans on the Effective Date Loans hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto, Life Time the Borrower hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, and agreements contained herein which are binding upon, and to be observed or performed by, the a Borrower. Each The Administrative Agent and each Lender hereby consents to the Assumption.

Assumption and Acknowledgment. Effective immediately after the consummation of the Merger, the execution and delivery by Life Time of a counterpart hereto and the funding of the Closing Date Loans hereunderhereunder and the consummation of the Closing Date Merger, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Life Time Convey Health Solutions, Inc. hereby assumes all of the Initial Borrower’s rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the “Borrower” hereunder (collectively, the “Assumption”), ) including, any claims, liabilities, liabilities or obligations arising from Initial Borrower’s failure to perform any of its covenants, agreements, commitments or obligations under the Loan Documents to be performed prior to the date of the Assumption. Holdings hereby acknowledges the Assumption by Life Time Convey Health Solutions, Inc. and its effectiveness immediately after the consummation of the MergerAcquisition, the execution and delivery by Life Time Convey Health Solutions, Inc. of a counterpart hereto and the funding of the Closing Date Loans hereunder. Without limiting the generality of the foregoing, upon its execution and delivery of a counterpart hereto, Life Time Convey Health Solutions, Inc. hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, warranties and agreements contained herein which are binding upon, and to be observed or performed by, the Borrower. Each Agent Agent, each Lender and each Lender Issuing Bank hereby consents to the Assumption.. 290