Common use of Ratification of Acknowledgement and Consent Clause in Contracts

Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Fourth Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Fourth Mezzanine Loan) dated as of the date hereof, among JPM, Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Fourth Mezzanine Loan) dated as of the date hereof, between the Fourth Mezzanine Lenders and the Fourth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Fourth Mezzanine Loan) dated as of the date hereof, by Fourth Mezzanine Borrower in favor of the Fourth Mezzanine Loan Collateral Agent for the benefit of the Fourth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Fourth Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Fourth Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Fourth Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Fourth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Fourth Mezzanine Lenders, (Y) Fourth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Fourth Mezzanine Lenders pursuant to Section 9.12 of the Fourth Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Fourth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Fourth Mezzanine Lenders. The Borrower acknowledges that the Fourth Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Fourth Mezzanine Lenders and may be enforced by Fourth Mezzanine Lenders in any proceeding at law or in equity.

Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Fourth Ninth Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Fourth Ninth Mezzanine Loan) dated as of the date hereof, among JPM, Fourth Ninth Mezzanine Lenders and Fourth Ninth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Fourth Ninth Mezzanine Loan) dated as of the date hereof, between the Fourth Ninth Mezzanine Lenders and the Fourth Ninth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Fourth Ninth Mezzanine Loan) dated as of the date hereof, by Fourth Ninth Mezzanine Borrower in favor of the Fourth Ninth Mezzanine Loan Collateral Agent for the benefit of the Fourth Ninth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Fourth Ninth Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Fourth Ninth Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Fourth Ninth Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Fourth Ninth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Fourth Ninth Mezzanine Lenders, (Y) Fourth Ninth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Fourth Ninth Mezzanine Lenders pursuant to Section 9.12 of the Fourth Ninth Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Fourth Ninth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Fourth Ninth Mezzanine Lenders. The Borrower acknowledges that the Fourth Ninth Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Fourth Ninth Mezzanine Lenders and may be enforced by Fourth Ninth Mezzanine Lenders in any proceeding at law or in equity.

Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Fourth Fifth Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Fourth Fifth Mezzanine Loan) dated as of the date hereof, among JPM, Fourth Fifth Mezzanine Lenders and Fourth Fifth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Fourth Fifth Mezzanine Loan) dated as of the date hereof, between the Fourth Fifth Mezzanine Lenders and the Fourth Fifth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Fourth Fifth Mezzanine Loan) dated as of the date hereof, by Fourth Fifth Mezzanine Borrower in favor of the Fourth Fifth Mezzanine Loan Collateral Agent for the benefit of the Fourth Fifth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Fourth Fifth Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Fourth Fifth Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Fourth Fifth Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Fourth Fifth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Fourth Fifth Mezzanine Lenders, (Y) Fourth Fifth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Fourth Fifth Mezzanine Lenders pursuant to Section 9.12 of the Fourth Fifth Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Fourth Fifth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Fourth Fifth Mezzanine Lenders. The Borrower acknowledges that the Fourth Fifth Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Fourth Fifth Mezzanine Lenders and may be enforced by Fourth Fifth Mezzanine Lenders in any proceeding at law or in equity.

Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Fourth Sixth Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Fourth Sixth Mezzanine Loan) dated as of the date hereof, among JPM, Fourth Sixth Mezzanine Lenders and Fourth Sixth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Fourth Sixth Mezzanine Loan) dated as of the date hereof, between the Fourth Sixth Mezzanine Lenders and the Fourth Sixth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Fourth Sixth Mezzanine Loan) dated as of the date hereof, by Fourth Sixth Mezzanine Borrower in favor of the Fourth Sixth Mezzanine Loan Collateral Agent for the benefit of the Fourth Sixth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Fourth Sixth Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Fourth Sixth Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Fourth Sixth Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Fourth Sixth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Fourth Sixth Mezzanine Lenders, (Y) Fourth Sixth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Fourth Sixth Mezzanine Lenders pursuant to Section 9.12 of the Fourth Sixth Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Fourth Sixth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Fourth Sixth Mezzanine Lenders. The Borrower acknowledges that the Fourth Sixth Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Fourth Sixth Mezzanine Lenders and may be enforced by Fourth Sixth Mezzanine Lenders in any proceeding at law or in equity.

Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Fourth Second Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Fourth Second Mezzanine Loan) dated as of the date hereof, among JPM, Fourth Second Mezzanine Lenders and Fourth Second Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Fourth Second Mezzanine Loan) dated as of the date hereof, between the Fourth Second Mezzanine Lenders and the Fourth Second Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Fourth Second Mezzanine Loan) dated as of the date hereof, by Fourth Second Mezzanine Borrower in favor of the Fourth Second Mezzanine Loan Collateral Agent for the benefit of the Fourth Second Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Fourth Second Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Fourth Second Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Fourth Second Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Fourth Second Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Fourth Second Mezzanine Lenders, (Y) Fourth Second Mezzanine Loan Collateral Agent is acting as the collateral agent for the Fourth Second Mezzanine Lenders pursuant to Section 9.12 of the Fourth Second Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Fourth Second Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Fourth Second Mezzanine Lenders. The Borrower acknowledges that the Fourth Second Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Fourth Second Mezzanine Lenders and may be enforced by Fourth Second Mezzanine Lenders in any proceeding at law or in equity.

Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Fourth Seventh Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Fourth Seventh Mezzanine Loan) dated as of the date hereof, among JPM, Fourth Seventh Mezzanine Lenders and Fourth Seventh Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Fourth Seventh Mezzanine Loan) dated as of the date hereof, between the Fourth Seventh Mezzanine Lenders and the Fourth Seventh Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Fourth Seventh Mezzanine Loan) dated as of the date hereof, by Fourth Seventh Mezzanine Borrower in favor of the Fourth Seventh Mezzanine Loan Collateral Agent for the benefit of the Fourth Seventh Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Fourth Seventh Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Fourth Seventh Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Fourth Seventh Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Fourth Seventh Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Fourth Seventh Mezzanine Lenders, (Y) Fourth Seventh Mezzanine Loan Collateral Agent is acting as the collateral agent for the Fourth Seventh Mezzanine Lenders pursuant to Section 9.12 of the Fourth Seventh Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Fourth Seventh Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Fourth Seventh Mezzanine Lenders. The Borrower acknowledges that the Fourth Seventh Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Fourth Seventh Mezzanine Lenders and may be enforced by Fourth Seventh Mezzanine Lenders in any proceeding at law or in equity.