Common use of Assumption and Joinder Clause in Contracts

Assumption and Joinder. (a) In consideration of the Base Agreement and the Loan, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, __________, intending to be legally bound, hereby assumes effective on the Amendment Date the full and timely payment and performance of the Loan and primary and continuing full-recourse personal liability as a Borrower, jointly and severally with [WB Propco/the other Borrowers], for all of the Borrowers’ covenants and agreements set forth in the Base Agreement and other Loan Documents and for all Obligations. (b) To further evidence and provide for its assumption of and joint and several liability for the Loan and Obligations, on or before the Amendment Date, ________ shall have taken and caused to be taken all necessary action under its Governing Documents, as appropriate, to approve and ratify this Agreement, the Base Agreement as amended hereby, and the other Loan Documents, and _____ and [the other Borrowers] shall execute and deliver to the order of Lender an Amended and Restated Secured Promissory Note evidencing the Loan as amended hereby (“Restated Note”), and other agreements, certificates and financing statements as required by Lender in connection with this Agreement (collectively, together with this Agreement, the “Assumption Documents”). Without limiting the foregoing, the Assumption Documents include a Trust Deed encumbering the ___ Property, which is or is to be recorded in the Public Records. (c) agrees to be bound by all of the terms, conditions, provisions, covenants and agreements of or applicable to a Borrower under the Loan Documents. ______ is automatically and for all purposes hereby made and confirmed a co-Borrower, and a Party (as Borrower) to all of the Loan Documents, bound by all provisions of the Loan Documents applicable to a Borrower as fully as if it were an original signatory to the Base Agreement, other than representations, warranties or covenants applicable specifically to WB Carolwood or the Carolwood Property (collectively, “Excluded Carolwood Provisions”).

Assumption and Joinder. (a) In consideration The Company hereby expressly confirms that it has assumed, and hereby agrees to perform and observe, each and every one of the Base covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of (i) a Corporate Guarantor under the Credit Agreement and all the Loanother Fundamental Documents applicable to it as a Corporate Guarantor, (ii) a Contributor (as such term is defined in the Contribution Agreement) under the Contribution Agreement and for other good and valuable consideration(iii) a Grantor (as such term is defined in the Copyright Security agreement) under the Copyright Security Agreement. By virtue of the foregoing, the receipt Company hereby accepts and adequacy assumes any liability of which are (x) a Corporate Guarantor and/or a Credit Party related to each representation or warranty, covenant or obligation made by a Corporate Guarantor and/or a Credit Party in the Credit Agreement or any other document and hereby acknowledgedexpressly affirms, __________, intending to be legally bound, hereby assumes effective on the Amendment Date date hereof, for the full and timely payment and performance benefit of the Loan and primary and continuing full-recourse personal liability as a BorrowerLender, jointly and severally with [WB Propco/the other Borrowers]each of such representations, for all of the Borrowers’ warranties, covenants and agreements set forth obligations, (y) a Contributor related to each covenant or obligation made by a Contributor in the Base Contribution Agreement and other Loan Documents hereby expressly affirms, on the date hereof, each of such covenants and for all Obligationsobligations and (z) a Grantor related to each covenant or obligation made by a Grantor in the Copyright Security Agreement and hereby expressly affirms, on the date hereof, each of such covenants and obligations. (b) To further evidence All references to the term "Corporate Guarantor" or "Credit Party" in the Credit Agreement or any other Fundamental Document, or in any document or instrument executed and provide for its assumption of and joint and several liability for the Loan and Obligationsdelivered or furnished, on or before the Amendment Date, ________ shall have taken and caused to be taken all necessary action under its Governing Documentsexecuted and delivered or furnished, as appropriatein connection therewith shall be deemed to be references to, to approve and ratify this Agreementshall include, the Base Agreement as amended hereby, and the other Loan Documents, and _____ and [the other Borrowers] shall execute and deliver to the order of Lender an Amended and Restated Secured Promissory Note evidencing the Loan as amended hereby (“Restated Note”), and other agreements, certificates and financing statements as required by Lender in connection with this Agreement (collectively, together with this Agreement, the “Assumption Documents”). Without limiting the foregoing, the Assumption Documents include a Trust Deed encumbering the ___ Property, which is or is to be recorded in the Public RecordsCompany. (c) agrees All references to the term "Contributor" in the Contribution Agreement, or in any document or instrument executed and delivered or furnished, or to be bound by all of the termsexecuted and delivered or furnished, conditions, provisions, covenants and agreements of or applicable in connection therewith shall be deemed to a Borrower under the Loan Documents. ______ is automatically and for all purposes hereby made and confirmed a co-Borrowerbe references to, and a Party shall include, the Company. (as Borrowerd) to all of the Loan Documents, bound by all provisions of the Loan Documents applicable to a Borrower as fully as if it were an original signatory All references to the Base term "Grantor" in the Copyright Security Agreement, other than representationsor in any document or instrument executed and delivered or furnished, warranties or covenants applicable specifically to WB Carolwood be executed and delivered or furnished, in connection therewith shall be deemed to be references to, and shall include, the Carolwood Property (collectively, “Excluded Carolwood Provisions”)Company.

Assumption and Joinder. (a) In consideration The Company hereby expressly confirms that it has assumed, and hereby agrees to perform and observe, each and every one of the Base covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Guarantor under the Guaranty, a Grantor under the Security Agreement and the Loan, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, __________, intending to be legally bound, hereby assumes effective on the Amendment Date the full and timely payment and performance of the a Loan and primary and continuing full-recourse personal liability as a Borrower, jointly and severally with [WB Propco/the other Borrowers], for Party under all of the Borrowers’ covenants and agreements set forth in the Base Agreement and other Loan Documents applicable to it and for agrees to, concurrently with its execution and delivery of this Assumption Agreement, enter into and deliver [Insert any other documents to which such Guarantor is required to be a party to under the Credit Agreement, e.g. IP Security Agreement or items required to be delivered, e.g. pledged stock of its subsidiaries]. By virtue of the foregoing, the Company hereby accepts and assumes any liability of (x) a Guarantor related to each representation or warranty, covenant or obligation made by such Guarantor and/or such Loan Party to the extent provided in the Loan Documents to which it is or becomes a party and hereby expressly affirms as to itself only, as of the date hereof, each of such representations, warranties (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all Obligationsrespects as of such earlier date), covenants and obligations, (y) a Grantor (as defined in the Security Agreement) related to each covenant or obligation made by a Grantor in the Security Agreement and hereby expressly affirms, as of the date hereof, each of such covenants and obligations and (z) a Grantor (as defined in the Intellectual Property Security Agreement) related to each covenant or obligation made by a Grantor in the Intellectual Property Security Agreement and hereby expressly affirms, as of the date hereof, each of such covenants and obligations. Further, the Company hereby acknowledges that it has received executed copies (together with any amendments thereto) of the Credit Agreement, the Security Agreement, the Guaranty and each of the other Loan Documents to which the Company is joining pursuant to this Assumption Agreement. (b) To further evidence All references to the terms “Guarantor” or “Loan Party”, in the Credit Agreement, Guaranty or any other Loan Document, or in any document or instrument executed and provide for its assumption of and joint and several liability for the Loan and Obligationsdelivered or furnished, on or before the Amendment Date, ________ shall have taken and caused to be taken all necessary action under its Governing Documentsexecuted and delivered or furnished, as appropriatein connection therewith shall be deemed to be references to, to approve and ratify this Agreementshall include, the Base Agreement as amended hereby, and the other Loan Documents, and _____ and [the other Borrowers] shall execute and deliver to the order of Lender an Amended and Restated Secured Promissory Note evidencing the Loan as amended hereby (“Restated Note”), and other agreements, certificates and financing statements as required by Lender in connection with this Agreement (collectively, together with this Agreement, the “Assumption Documents”). Without limiting the foregoing, the Assumption Documents include a Trust Deed encumbering the ___ Property, which is or is to be recorded in the Public RecordsCompany. (c) agrees All references to the term “Grantor” in the Security Agreement, or in any document or instrument executed and delivered or furnished, or to be bound by all of the termsexecuted and delivered or furnished, conditions, provisions, covenants and agreements of or applicable in connection therewith shall be deemed to a Borrower under the Loan Documents. ______ is automatically and for all purposes hereby made and confirmed a co-Borrowerbe references to, and a Party (as Borrower) to all of shall include, the Loan Documents, bound by all provisions of the Loan Documents applicable to a Borrower as fully as if it were an original signatory to the Base Agreement, other than representations, warranties or covenants applicable specifically to WB Carolwood or the Carolwood Property (collectively, “Excluded Carolwood Provisions”)Company.

Assumption and Joinder. (a) In consideration The New Subsidiary hereby expressly confirms that it has assumed, and hereby agrees to perform and observe and be bound by, each and every one of the Base covenants, promises, agreements, terms, obligations, duties and liabilities of (i) a Credit Party under the Credit Agreement and all the Loan, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, __________, intending to be legally bound, hereby assumes effective on the Amendment Date the full and timely payment and performance of the Loan and primary and continuing full-recourse personal liability as a Borrower, jointly and severally with [WB Propco/the other Borrowers], for all of the Borrowers’ covenants and agreements set forth in the Base Agreement and other Loan Documents applicable to it as a Credit Party, (ii) a Guarantor under the Guaranty and for all Obligationsthe other Loan Documents applicable to it as a Guarantor, (iii) a Grantor under the Security Agreement and all the other Loan Documents applicable to it as a Grantor, and (iv) as applicable, a Debtor and/or a Subordinated Debt Holder (such terms being used herein as defined in the Subordination Agreement) under the Subordination Agreement. By virtue of the foregoing, the New Subsidiary hereby accepts and assumes any liability of (w) a Credit Party related to each representation, warranty, covenant or obligation made by a Credit Party in the Credit Agreement or any other Loan Document and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, (x) a Guarantor related to each representation, warranty, covenant or obligation made by a Guarantor in the Guaranty or any other Loan Document and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, (y) a Grantor related to each representation, warranty, covenant or obligation made by a Grantor in the Security Agreement, and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, and (z) a Debtor related to each covenant or obligation made by a Debtor in the Subordination Agreement and hereby expressly affirms, as of the date hereof, each of such covenants and obligations. (b) To further evidence All references to the term "Credit Party" in the Credit Agreement, all references to the term "Guarantor" in the Guaranty, all references to the term "Grantor" in the Security Agreement and provide for its assumption of as applicable, all references to the terms "Debtor" and/or "Subordinated Debt Holder" in the Subordination Agreement or any other reference to such terms in any other Loan Document, or in any document or instrument executed and joint and several liability for the Loan and Obligationsdelivered or furnished, on or before the Amendment Date, ________ shall have taken and caused to be taken all necessary action under its Governing Documentsexecuted and delivered or furnished, as appropriatein connection therewith shall be deemed to be a reference to, to approve and ratify this Agreementshall include, the Base Agreement as amended hereby, and the other Loan Documents, and _____ and [the other Borrowers] shall execute and deliver to the order of Lender an Amended and Restated Secured Promissory Note evidencing the Loan as amended hereby (“Restated Note”), and other agreements, certificates and financing statements as required by Lender in connection with this Agreement (collectively, together with this Agreement, the “Assumption Documents”). Without limiting the foregoing, the Assumption Documents include a Trust Deed encumbering the ___ Property, which is or is to be recorded in the Public RecordsNew Subsidiary. (c) agrees to be bound by all of the terms, conditions, provisions, covenants and agreements of or applicable to a Borrower under the Loan Documents. ______ is automatically and for all purposes hereby made and confirmed a co-Borrower, and a Party (as Borrower) to all of the Loan Documents, bound by all provisions of the Loan Documents applicable to a Borrower as fully as if it were an original signatory to the Base Agreement, other than representations, warranties or covenants applicable specifically to WB Carolwood or the Carolwood Property (collectively, “Excluded Carolwood Provisions”).

Assumption and Joinder. On the date hereof, in order to induce the Lender to enter into this Amendment, each of Holdings and Bickford's hereby irrevocably and unconditionally: (ai) In consideration of the Base Agreement and the Loan, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, __________, intending agrees to be legally bound, hereby assumes effective on the Amendment Date the full and timely payment and performance of a xxxxx xx the Loan Agreement as amended hereby and primary as in effect hereafter; (ii) assumes, on a joint and continuing full-recourse personal liability as a Borrowerseveral basis with ELXSI, jointly and severally with [WB Propco/the other Borrowers], for all of the Borrowers’ covenants existing and agreements set forth in the Base Agreement and other Loan Documents and for all Obligations. (b) To further evidence and provide for its assumption of and joint and several liability for future Liabilities under the Loan and Obligations, on or before the Amendment Date, ________ shall have taken and caused to be taken all necessary action under its Governing Documents, as appropriate, to approve and ratify this Agreement, the Base Agreement as amended hereby, hereby and the other Loan Documents, and _____ and [the other Borrowers] shall execute and deliver to the order of Lender an Amended and Restated Secured Promissory Note evidencing the Loan as amended hereby in effect hereafter; (“Restated Note”), and other agreements, certificates and financing statements as required by Lender in connection with this Agreement (collectively, together with this Agreement, the “Assumption Documents”). Without limiting the foregoing, the Assumption Documents include a Trust Deed encumbering the ___ Property, which is or is to be recorded in the Public Records. (ciii) agrees to be bound as a "Borrower" by all of the terms, conditions, provisions, covenants and agreements terms of or applicable to a Borrower under the Loan Documents. ______ is automatically Agreement, as amended hereby and for all purposes hereby made as in effect hereafter; (iv) agrees to perform and confirmed a co-Borrower, and a Party (as Borrower) to discharge all of the Loan Documents, bound by all provisions Liabilities and other obligations of a "Borrower" contained in or arising under the terms of the Loan Documents applicable Agreement as amended hereby and as in effect hereafter; (v) agrees that the terms "Borrower" and "Obligor" are deemed to include each of ELXSI, Holdings and Bickford's, jointly and severally; (vi) agrees that, from and after txx xxxx xxreof, it shall be a Borrower party to each Note as fully as if though it were an original signatory thereto, (vii) acknowledges and agrees that all assets and properties transferred to it under the Contribution Agreement remain subject to the Base existing security interests and liens of Lender and (viii) acknowledges and agrees that its joint and several obligations hereunder are incurred as a primary obligation of payment and not as a mere surety, that all suretyship defenses are hereby waived to the extent permitted by applicable law, that all rights of subrogation, indemnification, reimbursement and contribution are hereby waived until the Liabilities are indefeasibly paid in full in cash, and that in any enforcement action against Borrower Lender may proceed independently against any individual Borrower without the requirement of proceeding against, and without being deemed to waive or impair its right to proceed at a separate time against, any other Borrower. The foregoing shall not constitute a novation of ELXSI under any of the Loan Agreement or other Related Agreements and the obligations of Holdings and Bickford's under this Section 3 shall constitute additional "Liabilitxxx" xxxxx the Loan Agreement, other than representations, warranties or covenants applicable specifically to WB Carolwood or the Carolwood Property (collectively, “Excluded Carolwood Provisions”).