Common use of Joinder and Assumption Clause in Contracts

Joinder and Assumption. From and after the date hereof, New Borrower hereby absolutely and unconditionally (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a party, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing Agreements, (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements and all of the representations and warranties contained in the Loan Agreement and the other Financing Agreements with respect to a Borrower, and (iv) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) and hereby grants to Administrative Agent (for the benefit of Lenders and itself) a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor Agreements. New Borrower hereby authorizes Administrative Agent to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent deems necessary in connection with the perfection of a security interest in all of New Borrower’s now owned or hereafter arising or acquired Collateral, including, without limitation, Accounts and Deposit Accounts of New Borrower, and all proceeds and products thereof. From and after the date hereof, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower.

Joinder and Assumption. From and after the date hereofEffective Date, New Borrower hereby absolutely and unconditionally unconditionally: (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a partythereunder, (ii) assumes, as a joint and several obligor thereunder, all of the obligationsObligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing AgreementsLoan Documents, and (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements Loan Documents and all of the representations and warranties contained in the Loan Agreement (in the manner set forth in Section 5 of this Fourth Amendment and Joinder) and the other Financing Agreements Loan Documents with respect to a New Borrower, ; and (b) grants and (iv) collaterally assigns and transfers pledges to Administrative Agent (for the benefit of Lenders and itself) and hereby grants to Administrative Agent (for the benefit of Lenders and itself) Bank a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor AgreementsObligations. New Borrower hereby authorizes Administrative Agent Bank to file at any time uniform commercial code Uniform Commercial Code financing statements in such jurisdictions and offices as Administrative Agent Bank deems necessary in connection with the perfection of a security interest in all of New Borrower’s now owned or hereafter arising or acquired Collateral, including, without limitation, Accounts . New Borrower has read the Loan Agreement and Deposit Accounts of affirmatively grants to Bank all rights to New Borrower, ’s assets as set forth in said Loan Agreement and all proceeds and products thereofthe Loan Documents. From and after the date hereofEffective Date, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower. Except as expressly provided herein, the Loan Agreement remains in full force and effect and is hereby ratified and confirmed in all respects.

Joinder and Assumption. From and after the date hereofEffective Date, New Borrower hereby absolutely and unconditionally unconditionally: (a) (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a partythereunder, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing AgreementsLoan Documents, and (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements Loan Documents and all of the representations and warranties contained in the Loan Agreement (in the manner set forth in Section 4 of this Joinder) and the other Financing Agreements Loan Documents with respect to a New Borrower, and ; and (ivb) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) Bank, and hereby grants to Administrative Agent (for the benefit of Lenders and itself) Bank, a continuing first-priority security interest in all of such New Borrower’s now owned and existing and hereafter acquired and arising assets and Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor Agreements. New Borrower hereby authorizes Administrative Agent the Bank to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent the Bank deems necessary in connection with the perfection of a security interest in all of such New Borrower’s now owned or hereafter arising or acquired Collateralassets and property, including, without limitation, Accounts accounts receivable, deposit accounts, equipment, general intangibles, inventory, and Deposit Accounts any and all other personal property of such New Borrower, and all products, substitutions, replacements, and proceeds of such property and products thereofassets. New Borrower has read the Loan Agreement and affirmatively grants to Bank all rights to New Borrower’s assets as set forth in said Loan Agreement and the Loan Documents. From and after the date hereofEffective Date, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower. Except as expressly provided herein, the Loan Agreement remains in full force and effect and is hereby ratified and confirmed in all respects.

Joinder and Assumption. From and after the date hereof, New Borrower hereby absolutely and unconditionally (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a party, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing Agreements, (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements and all of the representations and warranties contained in the Loan Agreement and the other Financing Agreements with respect to a New Borrower, and (iv) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) and hereby grants to Administrative Agent (for the benefit of Lenders and itself) a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor Agreements. New Borrower hereby authorizes Administrative Agent to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent deems necessary in connection with the perfection of a security interest in all of New Borrower’s now owned or hereafter arising or acquired Collateral, including, without limitation, Accounts and Deposit Accounts of New Borrower, and all proceeds and products thereof. From and after the date hereof, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower.

Joinder and Assumption. From and after the date hereof, New Borrower hereby absolutely and unconditionally (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a party, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing Agreements, (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements and all of the representations and warranties contained in the Loan Agreement and the other Financing Agreements with respect to a New Borrower, and (iv) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) and hereby grants to Administrative Agent (for the benefit of Lenders and itself) a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable the Aviv Twinbrook Intercreditor AgreementsAgreement and the Aviv CHP Intercreditor Agreement. New Borrower hereby authorizes Administrative Agent to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent deems necessary in connection with the perfection of a security interest in all of New Borrower’s now owned or hereafter arising or acquired Collateral, including, without limitation, Accounts and Deposit Accounts of New Borrower, and all proceeds and products thereof. From and after the date hereof, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower.

Joinder and Assumption. From and after the date hereofEffective Date, New Borrower hereby absolutely and unconditionally unconditionally: (a) (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a partythereunder, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing AgreementsLoan Documents, and (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements Loan Documents and all of the representations and warranties contained in the Loan Agreement (in the manner set forth in Section 5 of this First Amendment and Joinder) and the other Financing Agreements Loan Documents with respect to a New Borrower, and ; and (ivb) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) Bank, and hereby grants to Administrative Agent (for the benefit of Lenders and itself) Bank, a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising assets and Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor AgreementsObligations. New Borrower hereby authorizes Administrative Agent Bank to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent Bank deems necessary in connection with the perfection of a security interest in all of New Borrower’s now owned or hereafter arising or acquired Collateralassets and property, including, without limitation, Accounts accounts receivable, deposit accounts, equipment, general intangibles, inventory, and Deposit Accounts any and all other personal property of New Borrower, and all products, substitutions, replacements, and proceeds of such property and products thereofassets. New Borrower has read the Loan Agreement and affirmatively grants to Bank all rights to New Borrower’s assets as set forth in said Loan Agreement and the Loan Documents. From and after the date hereofEffective Date, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower. Except as expressly provided herein, the Loan Agreement remains in full force and effect and is hereby ratified and confirmed in all respects.

Joinder and Assumption. From and after the date hereofEffective Date, New Borrower hereby absolutely and unconditionally unconditionally: (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a partythereunder, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing AgreementsLoan Documents, and (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements Loan Documents and all of the representations and warranties contained in the Loan Agreement (in the manner set forth in Section 5 of this Joinder) and the other Financing Agreements Loan Documents with respect to a New Borrower, and ; and (ivb) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) and hereby grants and pledges to Administrative Agent (for the benefit of Lenders and itself) Bank, a continuing first-priority security interest in all of such New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor AgreementsObligations. New Borrower hereby authorizes Administrative Agent the Bank to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent the Bank deems necessary in connection with the perfection of a security interest in all of such New Borrower’s now owned or hereafter arising or acquired Collateralassets and property, including, without limitation, Accounts accounts receivable, deposit accounts, equipment, general intangibles, inventory, and Deposit Accounts any and all other personal property of such New Borrower, and all products, substitutions, replacements, and proceeds of such property and products thereofassets. New Borrower has read the Loan Agreement and affirmatively grants to Bank all rights to New Borrower’s assets as set forth in said Loan Agreement and the Loan Documents. From and after the date hereofEffective Date, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower. Except as expressly provided herein, the Loan Agreement remains in full force and effect and is hereby ratified and confirmed in all respects.

Joinder and Assumption. (a) From and after the date hereof, New Borrower Guarantor hereby absolutely and unconditionally (i) joins as and becomes a party to the Loan Agreement Credit Agreement, as a Borrower thereunder “Loan Party” and “Guarantor” thereunder, and to each Financing of the Loan Documents, including without limitation, the Guaranty and Collateral Agreement to which Original Borrower is a party, and the Pledge Agreement; (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities liabilities, indebtedness and indemnities of a Borrower Loan Party and/or Guarantor under and pursuant to the Loan Credit Agreement and all other Financing AgreementsLoan Documents applicable to it as a Loan Party and/or Guarantor thereunder, including, without limitation, the Obligations; (iii) covenants and agrees to be jointly and severally bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower Loan Party with respect to the Loan Credit Agreement and the other Financing Agreements Loan Documents and hereby ratifies, as of the date hereof, and agrees to be bound by, all of the representations and warranties contained in the Loan Credit Agreement and the other Financing Agreements with respect Loan Documents applicable to it as a Borrower, Loan Party and/or Guarantor thereunder and (iv) collaterally assigns in addition to, and transfers to Administrative Agent (for without limiting, any grant of security or other provision of the benefit of Lenders Guaranty and itself) and Collateral Agreement, New Guarantor hereby grants to Administrative Agent (for the benefit of Lenders and itself) a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor Agreements. New Borrower hereby authorizes Administrative Agent to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent deems necessary in connection with the perfection of a security interest in favor of the Administrative Agent, in accordance with the Guaranty and Collateral Agreement, in: (i) all of the personal property now owned or at any time hereafter acquired by New Guarantor or in which New Guarantor now has or at any time in the future may acquire any right, title or interest, including all of New BorrowerGuarantor’s now owned Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Intellectual Property, Inventory, Investment Property, Pledged Equity, Leases, Letter-of-Credit Rights, Money, and Supporting Obligations (in each case as defined in the Guaranty and Collateral Agreement); (ii) all books and records pertaining to any of the foregoing; (iii) all Proceeds (as defined in the Guaranty and Collateral Agreement) and products of any of the foregoing; and (iv) all collateral security and guaranties given by any Person with respect to any of the foregoing; excluding, however, any Licenses (as defined in the Guaranty and Collateral Agreement) issued by a State Regulatory Authority (as defined in the Guaranty and Collateral Agreement), or hereafter arising or acquired Collateralany other Governmental Authority (as defined in the Guaranty and Collateral Agreement) to the extent, and only to the extent, it is unlawful to grant a security interest in such Licenses, but including, without limitation, Accounts the right to receive all proceeds, products, profits and Deposit Accounts all other economic value derived or arising from or in connection with the sale, assignment, transfer or transfer of control over such Licenses (including, without limitation, pursuant to any plan of reorganization or similar restructuring plan in any bankruptcy or insolvency proceeding of any Loan Party). (b) New BorrowerGuarantor acknowledges and confirms that it has received a copy of the Credit Agreement, the other Loan Documents, and all proceeds the schedules and products thereof. exhibits thereto. (c) From and after the date hereof, any reference to the term terms “BorrowerLoan Party” and “Guarantor” in the Loan Credit Agreement and the Financing Agreements Loan Documents, including without limitation, each Collateral Document, shall also include New BorrowerGuarantor. The Company confirms that all of its obligations under the Credit Agreement are, and upon New Guarantor becoming a Loan Party, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon New Guarantor becoming a Loan Party, the term “Obligations,” as used in the Credit Agreement and the Loan Documents, shall include all obligations of New Guarantor under the Credit Agreement and under each Loan Document.

Joinder and Assumption. From and after the date hereof, New Borrower hereby absolutely and unconditionally (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a party, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing Agreements, (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements and all of the representations and warranties contained in the Loan Agreement and the other Financing Agreements with respect to a New Borrower, and (iv) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) and hereby grants to Administrative Agent (for the benefit of Lenders and itself) a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor Agreements. New Borrower hereby authorizes Administrative Agent to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent deems necessary in connection with the perfection of a security interest in all of New Borrower’s now owned or hereafter arising or acquired Collateral, including, without limitation, Accounts and Deposit Accounts of New Borrower, and all proceeds and products thereof. From and after the date hereof, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower.

Joinder and Assumption. From and after the date hereofEffective Date, New Borrower hereby absolutely and unconditionally unconditionally: (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a party“Borrower” thereunder, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower “Borrower” under the Loan Agreement and all other Financing AgreementsLoan Documents, and (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower “Borrower” with respect to the Loan Agreement and the other Financing Agreements Loan Documents and all of the representations and warranties contained in the Loan Agreement (in the manner set forth in Section 5 of this Seventh Amendment and Joinder) and the other Financing Agreements Loan Documents with respect to a New Borrower, and ; and (ivb) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) Bank, and hereby grants to Administrative Agent (for the benefit of Lenders and itself) Bank, a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising assets constituting Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor AgreementsObligations. New Borrower hereby authorizes Administrative Agent Bank to file at any time uniform commercial code Uniform Commercial Code financing statements in such jurisdictions and offices as Administrative Agent Bank deems necessary in connection with the perfection of a security interest in all of New Borrower’s now owned or hereafter arising or acquired Collateralassets and property, including, without limitation, Accounts accounts receivable, deposit accounts, equipment, general intangibles, inventory, and Deposit Accounts any and all other personal property of New Borrower, and all products, substitutions, replacements, and proceeds of such property and products thereofassets. New Borrower has read the Loan Agreement and affirmatively grants to Bank all rights to New Borrower’s Collateral as set forth in the Loan Agreement and the Loan Documents. From and after the date hereofEffective Date, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower. Except as expressly provided herein, the Loan Agreement remains in full force and effect and is hereby ratified and confirmed in all respects.

Joinder and Assumption. From and after the date hereofThird Amendment Effective Date, each New Borrower hereby absolutely and unconditionally unconditionally: (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a party“Borrower” thereunder, (ii) assumes, as a joint and several obligor thereunder, all of the obligationsObligations, liabilities and indemnities of a Borrower “Borrower” under the Loan Agreement and all other Financing AgreementsLoan Documents, and (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower “Borrower” with respect to the Loan Agreement and the other Financing Agreements Loan Documents and all of the representations and warranties contained in the Loan Agreement and the other Financing Agreements Loan Documents with respect to a such New Borrower, and ; and (ivb) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) Bank, and hereby grants to Administrative Agent (for the benefit of Lenders and itself) Bank, a continuing first-priority security interest in all of such New Borrower’s now owned and existing and hereafter acquired and arising assets and Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor AgreementsObligations. Each New Borrower hereby authorizes Administrative Agent Bank to file at any time uniform commercial code Uniform Commercial Code financing statements in such jurisdictions and offices as Administrative Agent Bank deems necessary in connection with the perfection of a security interest in all of such New Borrower’s now owned or hereafter arising or acquired Collateralassets and property, including, without limitation, Accounts accounts receivable, deposit accounts, equipment, general intangibles, inventory, and Deposit Accounts any and all other personal property of such New Borrower, and all products, substitutions, replacements, and proceeds of such property and products thereofassets. Each New Borrower has read the Agreement and affirmatively grants to Bank all rights to such New Borrower’s assets as set forth in said Agreement and the Loan Documents. (c) From and after the date hereofThird Amendment Effective Date, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include each New Borrower and shall refer to “a Borrower”, “each Borrower”, “such Borrower” and/or “Borrowers” as applicable to the context thereof. Except as expressly provided herein, the Agreement remains in full force and effect and is hereby ratified and confirmed in all respects.

Joinder and Assumption. From and after the date hereofEffective Date, New Borrower hereby absolutely and unconditionally unconditionally: (ia) (a) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a partythereunder, (iib) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing AgreementsLoan Documents, and (iiic) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements Loan Documents and all of the representations and warranties contained in the Loan Agreement (in the manner set forth in Section 3 of this Joinder) and the other Financing Agreements Loan Documents with respect to a New Borrower, ; and (b) grants and (iv) collaterally assigns and transfers pledges to Administrative Agent (on behalf of and for the ratable benefit of the Lenders and itself) and hereby grants to Administrative Agent (for the benefit of Lenders and itself) a continuing first-priority security interest in all of such New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for assets and Collateral to secure prompt repayment of any and all Obligations and to secure prompt performance by Borrower of each of its covenants and duties under the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor AgreementsLoan Documents. New Borrower hereby authorizes Administrative Agent to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent deems necessary in connection with the perfection of a security interest in all of such New Borrower’s now owned or hereafter arising or acquired Collateralassets and property, including, without limitation, Accounts accounts receivable, deposit accounts, equipment, general intangibles, inventory, and Deposit Accounts any and all other personal property of such New Borrower, and all products, substitutions, replacements, and proceeds of such property and products thereofassets. New Borrower has read the Loan Agreement and affirmatively grants to Administrative Agent on behalf of and for the ratable benefit of the Lenders all rights to New Borrower’s assets as set forth in said Loan Agreement and the Loan Documents. From and after the date hereofEffective Date, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower. Except as expressly provided herein, the Loan Agreement remains in full force and effect and is hereby ratified and confirmed in all respects.

Joinder and Assumption. From and after the date hereofEffective Date, New Borrower hereby absolutely and unconditionally unconditionally: (a) (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a partythereunder, (ii) assumes, as a joint and several obligor thereunder, all of the obligationsObligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing AgreementsLoan Documents, and (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements Loan Documents and all of the representations and warranties contained in the Loan Agreement (in the manner set forth in Section 4 of this Second Amendment and Joinder) and the other Financing Agreements Loan Documents with respect to a New Borrower, and ; and (ivb) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) and hereby grants to Administrative Agent (for the benefit of Lenders and itself) Bank a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor AgreementsObligations. New Borrower hereby authorizes Administrative Agent Bank to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent Bank deems necessary in connection with the perfection of a security interest in all of New Borrower’s now owned or hereafter arising or acquired Collateral, including, without limitation, Accounts accounts receivable, deposit accounts, equipment, general intangibles, inventory, and Deposit Accounts any and all other personal property of New Borrower, and all products, substitutions, replacements, and proceeds of such property and products thereofassets, in each case, as set forth in and subject to the terms and provisions of the Loan Agreement. New Borrower has read the Loan Agreement and affirmatively grants to Bank all rights to New Borrower’s assets as set forth in said Loan Agreement and the Loan Documents. From and after the date hereofEffective Date, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower. Except as expressly provided herein, the Loan Agreement remains in full force and effect and is hereby ratified and confirmed in all respects.