Common use of Assumption and Acknowledgment Clause in Contracts

Assumption and Acknowledgment. (a) As of the effectiveness of the Merger, Borrower (as the surviving corporation of the Merger) expressly assumes, ratifies, restates and confirms the Obligations and the Financing Agreements and confirms and ratifies its assumption of, and its continuing liability for, under and pursuant to, the Obligations and the Financing Agreements pursuant to the Merger and by operation of law. As of the result of the Merger, Borrower is acquiring the assets of Turtle Mountain subject to the existing security interests and lien therein of Agent pursuant to the Financing Agreements. (b) Borrower acknowledges, confirms and agrees that: (i) Borrower is indebted to Agent and Lenders for the Obligations in the amount of $34,168,142.54 as of the close of business on December 28, 2004, which amount is unconditionally owing by Borrower to Agent and Lenders, together with interest accrued and accruing, all without offset, defense of counterclaim of any kind, nature or description whatsoever; and (ii) without limiting the generality of the foregoing, after giving effect to the Merger, (A) the Merger shall not in any way limit, impair or adversely affect the Obligations now or hereafter owed to Agent and Lenders, or any security interests or liens of Agent in the assets and properties of Borrower securing the same, and (B) the security interests, liens and rights of Agent and Lenders in and to all of the assets and properties of Borrower.

Assumption and Acknowledgment. (a) As of Contemporaneously with the effectiveness of the WCI Holdings Merger, Borrower (as the surviving corporation survivor of the WCI Holdings Merger) hereby expressly assumes, ratifies, restates and confirms the Obligations and the Financing Agreements and confirms and ratifies its assumption of, and its continuing liability for, under and pursuant to, of the Obligations and the Financing Agreements pursuant to the WCI Holdings Merger Agreements and by operation of law. As law and its continuing liability in respect thereof as survivor of the result of the WCI Holdings Merger, Borrower is acquiring the assets of Turtle Mountain subject to the existing security interests and lien therein of Agent pursuant to the Financing Agreements. (b) Borrower as the survivor of the WCI Holdings Merger hereby acknowledges, confirms and agrees that: (i) Borrower is indebted to Agent and Lenders for loans and advances to Borrower under the Obligations in the amount of $34,168,142.54 Financing Agreements, as of the close of business on December 28November 26, 20041996, in the aggregate principal amount of $ -0- and the aggregate amount of $5,536,000 in respect of Letter of Credit Accommodations, together with all interest accrued and accruing thereon (to the extent applicable), and all costs, expenses and other charges relating thereto, all of which amount is are unconditionally owing by Borrower to Agent and Lenders, together with interest accrued and accruing, all without offset, defense of or counterclaim of any kind, nature or description whatsoever; and (ii) without Agent and Lenders have and shall continue to have a security interest in and lien upon the Collateral heretofore granted to Agent and Lenders pursuant to the Financing Agreements to secure the Obligations, as well as any Collateral otherwise granted to or held by Agent or Lenders. (c) Without limiting the generality of the foregoing, after giving effect to the Merger, (Ai) the WCI Holdings Merger shall not in any way no way, limit, impair or adversely affect the Obligations now or hereafter owed to Agent and Lenders, or Lenders or any security interests or liens of Agent or Lenders in the assets and properties of Borrower securing the same, same and (Bii) the security interests, liens and rights of Agent and Lenders in and to all of the such assets and properties of Borrower, as the surviving corporation pursuant to the WCI Holdings Merger, shall continue to secure all Obligations of Borrower arising prior to the effective time of the WCI Holdings Merger, in addition to all other existing and future Obligations of Borrower to Agent and Lenders arising thereafter or otherwise.

Assumption and Acknowledgment. (a) As of the effectiveness of the Merger, Borrower Parent (as the surviving corporation of the Merger) expressly assumes, ratifies, restates and confirms the Obligations and the Financing Agreements and confirms and ratifies its assumption of, and its it continuing liability for, under and pursuant to, the Obligations and the Financing Agreements pursuant to the Merger and by operation of law. As of the result of the Merger, Borrower Parent is acquiring the assets of Turtle Mountain PPC subject to the existing security interests and lien therein of Agent pursuant to the Financing Agreements. (b) Borrower acknowledgesBorrowers and Guarantor acknowledge, confirms confirm and agrees that:agree that after giving effect to the Merger, (i) i. each Borrower is indebted to Agent and Lenders for the Obligations in the amount of $34,168,142.54 43,983,997 as of the close of business on December 28January 5, 2004, which amount is unconditionally owing by Borrower Borrowers to Agent and Lenders, together with interest accrued and accruing, all without offset, defense of counterclaim of any kind, nature or description whatsoever; ii. their respective guarantees of the Obligations of the other Borrower or, in the case of Guarantor of Borrowers, to the Agent and Lenders are in full force and effect and their respective Obligations thereunder are unconditionally owing to Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever; and (ii) iii. without limiting the generality of the foregoing, after giving effect to the Merger, foregoing (A) the Merger shall not in any way limit, impair or adversely affect the Obligations now or hereafter owed to Agent and Lenders, the Obligations arising pursuant to the guarantees by Borrowers and Guarantor in favor of Agent and Lenders or any security interests or liens of Agent in the assets and properties of Borrower Borrowers and Guarantor securing the same, same and (B) the security interests, liens and rights of Agent and Lenders in and to all of the assets and properties of BorrowerBorrowers (including Parent as the surviving corporation of the Merger) and Guarantor shall continue to secure all Obligations of Borrowers and Guarantor in favor of Agent and Lenders arising prior to the effective time of the Merger, in addition to all other existing and future Obligations.