Common use of Cooperation; Further Assurances Clause in Contracts

Cooperation; Further Assurances. Guarantor covenants, and agrees to sign, execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to be done or make, upon the written request of Landlord, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by Landlord for the purpose of, or in connection with, the transaction contemplated hereby. Upon full and final payment and performance of the Guaranteed Obligations, Landlord agrees to execute a release for the benefit of Guarantor, in form and content reasonably satisfactory to Landlord. Notwithstanding anything to the contrary contained herein, this Guaranty shall survive for a period of twenty four (24) months after the expiration or earlier termination of the Lease, and Guarantor shall be liable to Landlord hereunder for any Guaranteed Obligations which arise during such period and relate to matters which (i) occurred during the term of the Lease or (ii) Tenant is otherwise required to indemnify Landlord against pursuant to the terms of the Lease. Except to the extent expressly provided otherwise in any guaranty or indemnity from Guarantor or its direct or indirect Parent to Landlord or its Affiliates (each such term as defined in the Lease), in no event shall any trustee, shareholder, member, guarantor, partner, employee, officer or beneficiary of Guarantor be personally liable for any of the obligations of Guarantor hereunder. Guarantor has caused this Guaranty to be effective as of the Effective Date. GUARANTOR: ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company By:_________________________________ Name: Title: Exhibit C-14 ACKNOWLEDGMENT STATE OF _____________ ) ) SS COUNTY OF ___________ ) On this ___ day of December, 2004, before me, the undersigned officer, personally appeared ____________________________, personally known to me, or proved to me on the basis of satisfactory evidence, and who acknowledged that he/she is the _________________ of ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.

Cooperation; Further Assurances. Guarantor covenants, and agrees to sign, execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to be done or make, upon the written request of LandlordVRLP, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by Landlord VRLP for the purpose of, or in connection with, the transaction contemplated hereby, including, without limitation, a reaffirmation of this Guaranty upon the execution of any Other Leases. Upon full and final payment and performance of the Guaranteed Obligations, Landlord VRLP agrees to execute a release for the benefit of Guarantor, in form and content reasonably satisfactory to LandlordVRLP. Notwithstanding anything to the contrary contained herein, this Guaranty shall survive for a period of twenty four twelve (2412) months after the expiration or earlier termination of the LeaseAgreement Regarding Leases, and Guarantor shall be liable to Landlord VRLP hereunder for any Guaranteed Obligations which arise during such period and relate to matters which (i) occurred during the term of the Lease Agreement Regarding Leases or (ii) Tenant SCT Holdings is otherwise required to indemnify Landlord VRLP against pursuant to the terms of the Lease. Except to the extent expressly provided otherwise in any guaranty or indemnity from Guarantor or its direct or indirect Parent to Landlord or its Affiliates (each such term as defined in the Lease), in no event shall any trustee, shareholder, member, guarantor, partner, employee, officer or beneficiary of Guarantor be personally liable for any of the obligations of Guarantor hereunderAgreement Regarding Leases. Guarantor has caused this Guaranty to be effective as of the Effective Date. GUARANTOR: ALS PROPERTIES HOLDING COMPANYSENIOR CARE, LLCINC., a Delaware limited liability company corporation By:_________________________________ : Name: Title: Exhibit C-14 ACKNOWLEDGMENT STATE OF _____________ EXHIBIT B Checklist Agreement Regarding Leases Financial Reporting Checklist Monthly Reporting Section 8(a)(iii) ) SS COUNTY OF ___________ ) On this ___ day of DecemberUnaudited income statements, 2004, before me, the undersigned officer, personally appeared ____________________________, personally known to me, or proved to me on the basis of satisfactory evidenceoccupancy, and who acknowledged that he/she is payor mix for facilities with Officer’s Certificate ¨ 30 Days after Month End Section 8(a)(vii) Officer’s Certificate setting forth the _________________ Portfolio Coverage Ratio for such calendar month ¨ 30 Days after Month End ML Section 25.6 Monthly and YTD financial statements of ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company, and that Tenant with Officer’s Certificates ¨ 30 Days after Month End ML Section 25.6 TTM calculation of NOI for each facility ¨ 30 Days after Month End ML Section 25.6 Current occupancy report for each facility ¨ 30 Days after Month End ML Section 25.6 Material adverse effect report ¨ 30 Days after Month End ML Section 25.6 Survey deficiency summary report for each facility ¨ 30 Days after Month End ML Section 25.6 Accounts Receivable Summary for each facility ¨ 30 Days after Month End ML Section 25.14.1 Estoppel Certificate certifying as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself matters described in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.Exhibit E ¨ 30 Days after Month End

Cooperation; Further Assurances. Guarantor covenants, and agrees to sign, execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to be done or make, upon the written request of LandlordVRLP, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by Landlord VRLP for the purpose of, or in connection with, the transaction contemplated hereby, including, without limitation, a reaffirmation of this Guaranty upon the execution of any Other Leases. Upon full and final payment and performance of the Guaranteed Obligations, Landlord VRLP agrees to execute a release for the benefit of Guarantor, in form and content reasonably satisfactory to LandlordVRLP. Notwithstanding anything to the contrary contained herein, this Guaranty shall survive for a period of twenty four twelve (2412) months after the expiration or earlier termination of the LeaseAgreement Regarding Leases, and Guarantor shall be liable to Landlord VRLP hereunder for any Guaranteed Obligations which arise during such period and relate to matters which (i) occurred during the term of the Lease Agreement Regarding Leases or (ii) Tenant SCT Holdings is otherwise required to indemnify Landlord VRLP against pursuant to the terms of the LeaseAgreement Regarding Leases. Except to the extent expressly provided otherwise in any guaranty or indemnity from Guarantor or its direct or indirect Parent to Landlord or its Affiliates (each such term as defined in the Lease), in no event shall any trustee, shareholder, member, guarantor, partner, employee, officer or beneficiary of Guarantor be personally liable for any of the obligations of Guarantor hereunder. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] Guarantor has caused this Guaranty to be effective as of the Effective Date. GUARANTOR: ALS PROPERTIES HOLDING COMPANYSENIOR CARE, LLCINC., a Delaware limited liability company corporation By:_________________________________ : /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Exhibit C-14 Secretary ACKNOWLEDGMENT STATE OF _____________ NEW YORK ) ) SS ss: COUNTY OF ___________ NEW YORK ) On this ___ the 1st day of DecemberNovember, 2004, 2006 before me, the undersigned officerundersigned, personally appeared ____________________________Xxxxx X. Xxxxxx, personally known to me, me or proved to me on the basis of satisfactory evidenceevidence to be the individual whose name is subscribed to the within instrument on behalf of SENIOR CARE, INC. and who acknowledged to me that he/she is executed the _________________ of ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company, same in his/her capacity and that as by his/her signatures on the instrument, such officerentity upon behalf of which the individual acted, being duly authorized to do so pursuant to executed the company's bylaws or a resolution instrument. /s/ Xxx Xxxxxx (Notary Seal) Signature and Office of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.Individual Taking Acknowledgement EXHIBIT A Checklist ARL Guaranty Financial Reporting Checklist

Cooperation; Further Assurances. Guarantor covenants, and agrees to sign, execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to be done or make, upon the written request of Landlord, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by Landlord for the purpose of, or in connection with, the transaction contemplated hereby. Upon full and final payment and performance of the Guaranteed Obligations, Landlord agrees to execute a release for the benefit of Guarantor, in form and content reasonably satisfactory to Landlord. Notwithstanding anything to the contrary contained herein, this Guaranty shall survive for a period of twenty four twelve (2412) months after the expiration or earlier termination of the Lease, and Guarantor shall be liable to Landlord hereunder for any Guaranteed Obligations which arise during such period and relate to matters which (i) occurred during the term of the Lease or (ii) Tenant is otherwise required to indemnify Landlord against pursuant to the terms of the Lease. Except to the extent expressly provided otherwise in any guaranty or indemnity from Guarantor or its direct or indirect Parent to Landlord or its Affiliates (each such term as defined in the Lease), in no event shall any trustee, shareholder, member, guarantor, partner, employee, officer or beneficiary of Guarantor be personally liable for any of the obligations of Guarantor hereunder. Guarantor has caused this Guaranty to be effective as of the Effective Date. GUARANTOR: ALS PROPERTIES HOLDING COMPANYBROOKDALE PROVIDENT PROPERTIES, LLC, a Delaware limited liability company By:_________________________________ : ------------------------------------ Name: Title: Exhibit C-14 ACKNOWLEDGMENT STATE OF _____________ ) ) SS COUNTY OF ___________ ) On this ___ day of December, 2004, before me, the undersigned officer, personally appeared ____________________________, personally known to me, or proved to me on the basis of satisfactory evidence, and who acknowledged that he/she is the _________________ of ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.:

Cooperation; Further Assurances. Guarantor covenants, and agrees to sign, execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to be done or make, upon the written request of LandlordVRLP, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by Landlord VRLP for the purpose of, or in connection with, the transaction contemplated hereby, including, without limitation, a reaffirmation of this Guaranty upon the execution of any Other Leases. Upon full and final payment and performance of the Guaranteed Obligations, Landlord VRLP agrees to execute a release for the benefit of Guarantor, in form and content reasonably satisfactory to LandlordVRLP. Notwithstanding anything to the contrary contained herein, this Guaranty shall survive for a period of twenty four twelve (2412) months after the expiration or earlier termination of the LeaseAgreement Regarding Leases, and Guarantor shall be liable to Landlord VRLP hereunder for any Guaranteed Obligations which arise during such period and relate to matters which (i) occurred during the term of the Lease Agreement Regarding Leases or (ii) Tenant SCT Holdings is otherwise required to indemnify Landlord VRLP against pursuant to the terms of the LeaseAgreement Regarding Leases. Except to the extent expressly provided otherwise in any guaranty or indemnity from Guarantor or its direct or indirect Parent to Landlord or its Affiliates (each such term as defined in the Lease), in no event shall any trustee, shareholder, member, guarantor, partner, employee, officer or beneficiary of Guarantor be personally liable for any of the obligations of Guarantor hereunder. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] Guarantor has caused this Guaranty to be effective as of the Effective Date. GUARANTOR: ALS PROPERTIES HOLDING COMPANYSENIOR CARE, LLCINC., a Delaware limited liability company corporation By:_________________________________ : /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Exhibit C-14 Secretary ACKNOWLEDGMENT STATE OF _____________ NEW YORK ) ) SS ss: COUNTY OF ___________ NEW YORK ) On this ___ the 1st day of DecemberNovember, 2004, 2006 before me, the undersigned officerundersigned, personally appeared ____________________________Xxxxx X. Xxxxxx, personally known to me, me or proved to me on the basis of satisfactory evidenceevidence to be the individual whose name is subscribed to the within instrument on behalf of SENIOR CARE, INC. and who acknowledged to me that he/she is executed the _________________ of ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company, same in his/her capacity and that as by his/her signatures on the instrument, such officerentity upon behalf of which the individual acted, being duly authorized to do so pursuant to executed the company's bylaws or a resolution instrument. /s/ illegible (Notary Seal) Signature and Office of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.Individual Taking Acknowledgement EXHIBIT A Checklist

Cooperation; Further Assurances. Guarantor covenants, and agrees to sign, execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to be done or make, upon the written request of Landlord, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by Landlord for the purpose of, or in connection with, the transaction contemplated hereby. Upon full and final payment and performance of the Guaranteed Obligations, Landlord agrees to execute a release for the benefit of Guarantor, in form and content reasonably satisfactory to Landlord. Notwithstanding anything to the contrary contained herein, this Guaranty shall survive for a period of twenty four (24) months after the expiration or earlier termination of the Lease, and Guarantor shall be liable to Landlord hereunder for any Guaranteed Obligations which arise during such period and relate to matters which (i) occurred during the term of the Lease or (ii) Tenant is otherwise required to indemnify Landlord against pursuant to the terms of the Lease. Except to the extent expressly provided otherwise in any guaranty or indemnity from Guarantor or its direct or indirect Parent to Landlord or its Affiliates (each such term as defined in the Lease), in no event shall any trustee, shareholder, member, guarantor, partner, employee, officer or beneficiary of Guarantor be personally liable for any of the obligations of Guarantor hereunder. Guarantor has caused this Guaranty to be effective as of the Effective Date. GUARANTOR: --------- ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company By:_________________________________ Name: Title: Exhibit C-14 ACKNOWLEDGMENT STATE OF _____________ ) ) SS COUNTY OF ___________ ) On this ___ day of DecemberOctober, 2004, before me, the undersigned officer, personally appeared ____________________________, personally known to me, or proved to me on the basis of satisfactory evidence, and who acknowledged that he/she is the _________________ of ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.

Cooperation; Further Assurances. Guarantor covenants, and agrees to sign, execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to be done or make, upon the written request of Landlord, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by Landlord for the purpose of, or in connection with, the transaction contemplated hereby. Upon full and final payment and performance of the Guaranteed Obligations, Landlord agrees to execute a release for the benefit of Guarantor, in form and content reasonably satisfactory to Landlord. Notwithstanding anything to the contrary contained herein, this Guaranty shall survive for a period of twenty four (24) months after the expiration or earlier termination of the Lease, and Guarantor shall be liable to Landlord hereunder for any Guaranteed Obligations which arise during such period and relate to matters which (i) occurred during the term of the Lease or (ii) Tenant is otherwise required to indemnify Landlord against pursuant to the terms of the Lease. Except to the extent expressly provided otherwise in any guaranty or indemnity from Guarantor or its direct or indirect Parent to Landlord or its Affiliates (each such term as defined in the Lease), in no event shall any trustee, shareholder, member, guarantor, partner, employee, officer or beneficiary of Guarantor be personally liable for any of the obligations of Guarantor hereunder. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] Guarantor has caused this Guaranty to be effective as of the Effective Date. GUARANTOR: ALS PROPERTIES Properties HOLDING COMPANY, LLC, a Delaware limited liability company By:_________________________________ Name: Title: Exhibit C-14 ACKNOWLEDGMENT STATE OF _____________ ) ) SS COUNTY OF ___________ ) On this ___ day of DecemberOctober, 2004, before me, the undersigned officer, personally appeared ____________________________, personally known to me, or proved to me on the basis of satisfactory evidence, and who acknowledged that he/she is the _________________ of ALS PROPERTIES Properties HOLDING COMPANY, LLC, a Delaware limited liability company, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.

Cooperation; Further Assurances. Guarantor covenants, and agrees to sign, execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to be done or make, upon the written request of Landlord, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by Landlord for the purpose of, or in connection with, the transaction contemplated hereby. Upon full and final payment and performance of the Guaranteed Obligations, Landlord agrees to execute a release for the benefit of Guarantor, in form and content reasonably satisfactory to Landlord. Notwithstanding anything to the contrary contained herein, this Guaranty shall survive for a period of twenty four twelve (2412) months after the expiration or earlier termination of the Lease, and Guarantor shall be liable to Landlord hereunder for any Guaranteed Obligations which arise during such period and relate to matters which (i) occurred during the term of the Lease or (ii) Tenant is otherwise required to indemnify Landlord against pursuant to the terms of the Lease. Except to the extent expressly provided otherwise in any guaranty or indemnity from Guarantor or its direct or indirect Parent to Landlord or its Affiliates (each such term as defined in the Lease), in no event shall any trustee, shareholder, member, guarantor, partner, employee, officer or beneficiary of Guarantor be personally liable for any of the obligations of Guarantor hereunder. Guarantor has caused this Guaranty to be effective as of the Effective Date. GUARANTOR: ALS PROPERTIES HOLDING COMPANY--------- BROOKDALE PROVIDENT PROPERTIES, LLC, a Delaware limited liability company By:_________________________________ Name: Title: Exhibit C-14 ACKNOWLEDGMENT STATE OF _____________ ) ) SS COUNTY OF ___________ ) On this ___ day of December, 2004, before me, the undersigned officer, personally appeared ____________________________, personally known to me, or proved to me on the basis of satisfactory evidence, and who acknowledged that he/she is the _________________ of ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.:

Cooperation; Further Assurances. Guarantor covenants, and agrees to sign, execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to be done or make, upon the written request of Landlord, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by Landlord for the purpose of, or in connection with, the transaction contemplated hereby. Upon full and final payment and performance of the Guaranteed Obligations, Landlord agrees to execute a release for the benefit of Guarantor, in form and content reasonably satisfactory to Landlord. Notwithstanding anything to the contrary contained herein, this Guaranty shall survive for a period of twenty four (24) months after the expiration or earlier termination of the Lease, and Guarantor shall be liable to Landlord hereunder for any Guaranteed Obligations which arise during such period and relate to matters which (i) occurred during the term of the Lease or (ii) Tenant is otherwise required to indemnify Landlord against pursuant to the terms of the Lease. Except to the extent expressly provided otherwise in any guaranty or indemnity from Guarantor or its direct or indirect Parent to Landlord or its Affiliates (each such term as defined in the Lease), in no event shall any trustee, shareholder, member, guarantor, partner, employee, officer or beneficiary of Guarantor be personally liable for any of the obligations of Guarantor hereunder. Guarantor has caused this Guaranty to be effective as of the Effective Date. GUARANTOR: ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company By:_: ________________________________ Name: Title: Exhibit C-14 ACKNOWLEDGMENT STATE OF _____________ ) ) SS COUNTY OF ____________ ) On this ___ day of DecemberOctober, 2004, before me, the undersigned officer, personally appeared ____________________________, personally known to me, or proved to me on the basis of satisfactory evidence, and who acknowledged that he/she is the _________________ of ALS PROPERTIES HOLDING COMPANY, LLC, a Delaware limited liability company, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.

Cooperation; Further Assurances. Guarantor covenants, and agrees to sign, execute and deliver or cause to be signed, executed and delivered and to do or make, or to cause to be done or make, upon the written request of Landlord, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirming or otherwise, as may be reasonably required by Landlord for the purpose of, or in connection with, the transaction contemplated hereby. Upon full and final payment and performance of the Guaranteed Obligations, Landlord agrees to execute a release for the benefit of Guarantor, in form and content reasonably satisfactory to Landlord. Notwithstanding anything to the contrary contained herein, this Guaranty shall survive for a period of twenty four (24) months after the expiration or earlier termination of the Lease, and Guarantor shall be liable to Landlord hereunder for any Guaranteed Obligations which arise during such period and relate to matters which (i) occurred during the term of the Lease or (ii) Tenant is otherwise required to indemnify Landlord against pursuant to the terms of the Lease. Except to the extent expressly provided otherwise in any guaranty or indemnity from Guarantor or its direct or indirect Parent to Landlord or its Affiliates (each such term as defined in the Lease), in no event shall any trustee, shareholder, member, guarantor, partner, employee, officer or beneficiary of Guarantor be personally liable for any of the obligations of Guarantor hereunder. Guarantor has caused this Guaranty to be effective as of the Effective Date. GUARANTOR: **[ALS PROPERTIES HOLDING COMPANYHOLDINGS CO., LLC, a Delaware limited liability company By:_________________________________ Name: Title: Exhibit C-14 ACKNOWLEDGMENT STATE OF _____________ ) ) SS COUNTY OF ___________ ) On this ___ day of December, 2004, before me, the undersigned officer, personally appeared ____________________________, personally known to me, or proved to me on the basis of satisfactory evidence, and who acknowledged that he/she is the _________________ of ALS PROPERTIES HOLDING COMPANY, LLC]**, a Delaware limited liability company, and that as such officer, being duly authorized to do so pursuant to the company's bylaws or a resolution of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the company by himself in his authorized capacity as such officer, as his free and voluntary act and deed and the free and voluntary act and deed of the company.