Common use of Assumption and Acknowledgment Clause in Contracts

Assumption and Acknowledgment. Effective immediately after the funding of the Closing Date Loans hereunder and the consummation of the Closing Date Merger, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, 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 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 Convey Health Solutions, Inc. and its effectiveness immediately after the consummation of the Acquisition, the execution and delivery by 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, Convey Health Solutions, Inc. 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, each Lender and each 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 and the funding of the Closing Date Loans hereunder and the consummation of the Closing Date Mergerhereunder, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Convey Health Solutions, Inc. Life Time 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 Convey Health Solutions, Inc. Life Time and its effectiveness immediately after the consummation of the AcquisitionMerger, the execution and delivery by Convey Health Solutions, Inc. 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, Convey Health Solutions, Inc. Life Time 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 and each Lender and each Issuing Bank hereby consents to the Assumption.

Assumption and Acknowledgment. Effective immediately after the consummation of the Closing Date Merger and the funding of the Closing Date Loans hereunder and the consummation of the Closing Date Mergerhereunder, and without affecting any of the obligations of Holdings as a Guarantor under any Loan Document, Convey Health Solutions, Inc. 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 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 Convey Health Solutions, Inc. the Company and its effectiveness immediately after the consummation of the Acquisition, the execution and delivery by Convey Health Solutions, Inc. 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, Convey Health Solutions, Inc. the Company 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 and each Lender and each Issuing Bank hereby consents to the Assumption.

Assumption and Acknowledgment. Effective immediately after the funding of the Closing Date Loans hereunder and the consummation of the Closing Date Merger, the execution and without affecting any delivery by the Borrower of a counterpart hereto and the making of the obligations of Holdings as a Guarantor under any Loan Documentinitial Credit Extensions hereunder, Convey Health Solutions, Inc. 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 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 Convey Health Solutions, Inc. the Borrower and its effectiveness immediately after the consummation of the AcquisitionClosing Date Merger, the execution and delivery by Convey Health Solutions, Inc. 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, Convey Health Solutions, Inc. the Borrower 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, The Administrative Agent and each Lender and each Issuing Bank hereby consents to the Assumption.

Assumption and Acknowledgment. Effective immediately after the consummation of the IWCO Acquisition, the execution and delivery by the Borrower of a counterpart hereto and the funding of the Closing Loans on the Effective Date Loans hereunder and the consummation of the Closing Date Mergerhereunder, and without affecting any of the obligations of Holdings Parent as a Guarantor under any Loan Document, Convey Health Solutions, Inc. 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 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 Convey Health Solutions, Inc. the Borrower and its effectiveness immediately after the consummation of the Acquisition, the execution and delivery by Convey Health Solutions, Inc. 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, Convey Health Solutions, Inc. the Borrower 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 a Borrower. Each Agent, The Administrative Agent and each Lender and each Issuing Bank hereby consents to the Assumption.