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 (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) (Second Mezzanine Loan) dated as of the date hereof, among JPM, Second Mezzanine Lenders and Second Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Second Mezzanine Loan) dated as of the date hereof, between the Second Mezzanine Lenders and the Second Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Second Mezzanine Loan) dated as of the date hereof, by Second Mezzanine Borrower in favor of the Second Mezzanine Loan Collateral Agent for the benefit of the Second Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “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 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 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 Second Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Second Mezzanine Lenders, (Y) Second Mezzanine Loan Collateral Agent is acting as the collateral agent for the Second Mezzanine Lenders pursuant to Section 9.12 of the 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 Second Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Second Mezzanine Lenders. The Borrower acknowledges that the 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 Second Mezzanine Lenders and may be enforced by 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 (Second 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) (Second Fifth Mezzanine Loan) dated as of the date hereof, among JPM, Second Fifth Mezzanine Lenders and Second Fifth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Second Fifth Mezzanine Loan) dated as of the date hereof, between the Second Fifth Mezzanine Lenders and the Second Fifth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Second Fifth Mezzanine Loan) dated as of the date hereof, by Second Fifth Mezzanine Borrower in favor of the Second Fifth Mezzanine Loan Collateral Agent for the benefit of the Second Fifth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Second 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 Second 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 Second 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 Second Fifth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Second Fifth Mezzanine Lenders, (Y) Second Fifth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Second Fifth Mezzanine Lenders pursuant to Section 9.12 of the Second 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 Second Fifth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Second Fifth Mezzanine Lenders. The Borrower acknowledges that the Second 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 Second Fifth Mezzanine Lenders and may be enforced by Second 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 (Second 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) (Second Sixth Mezzanine Loan) dated as of the date hereof, among JPM, Second Sixth Mezzanine Lenders and Second Sixth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Second Sixth Mezzanine Loan) dated as of the date hereof, between the Second Sixth Mezzanine Lenders and the Second Sixth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Second Sixth Mezzanine Loan) dated as of the date hereof, by Second Sixth Mezzanine Borrower in favor of the Second Sixth Mezzanine Loan Collateral Agent for the benefit of the Second Sixth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Second 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 Second 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 Second 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 Second Sixth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Second Sixth Mezzanine Lenders, (Y) Second Sixth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Second Sixth Mezzanine Lenders pursuant to Section 9.12 of the Second 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 Second Sixth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Second Sixth Mezzanine Lenders. The Borrower acknowledges that the Second 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 Second Sixth Mezzanine Lenders and may be enforced by Second 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 (Second 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) (Second Fourth Mezzanine Loan) dated as of the date hereof, among JPM, Second Fourth Mezzanine Lenders and Second Fourth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Second Fourth Mezzanine Loan) dated as of the date hereof, between the Second Fourth Mezzanine Lenders and the Second Fourth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Second Fourth Mezzanine Loan) dated as of the date hereof, by Second Fourth Mezzanine Borrower in favor of the Second Fourth Mezzanine Loan Collateral Agent for the benefit of the Second Fourth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Second 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 Second 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 Second 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 Second Fourth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Second Fourth Mezzanine Lenders, (Y) Second Fourth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Second Fourth Mezzanine Lenders pursuant to Section 9.12 of the Second 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 Second Fourth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Second Fourth Mezzanine Lenders. The Borrower acknowledges that the Second 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 Second Fourth Mezzanine Lenders and may be enforced by Second 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 (Second 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) (Second Ninth Mezzanine Loan) dated as of the date hereof, among JPM, Second Ninth Mezzanine Lenders and Second Ninth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Second Ninth Mezzanine Loan) dated as of the date hereof, between the Second Ninth Mezzanine Lenders and the Second Ninth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Second Ninth Mezzanine Loan) dated as of the date hereof, by Second Ninth Mezzanine Borrower in favor of the Second Ninth Mezzanine Loan Collateral Agent for the benefit of the Second Ninth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Second 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 Second 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 Second 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 Second Ninth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Second Ninth Mezzanine Lenders, (Y) Second Ninth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Second Ninth Mezzanine Lenders pursuant to Section 9.12 of the Second 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 Second Ninth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Second Ninth Mezzanine Lenders. The Borrower acknowledges that the Second 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 Second Ninth Mezzanine Lenders and may be enforced by Second 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 (Second 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) (Second Seventh Mezzanine Loan) dated as of the date hereof, among JPM, Second Seventh Mezzanine Lenders and Second Seventh Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Second Seventh Mezzanine Loan) dated as of the date hereof, between the Second Seventh Mezzanine Lenders and the Second Seventh Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Second Seventh Mezzanine Loan) dated as of the date hereof, by Second Seventh Mezzanine Borrower in favor of the Second Seventh Mezzanine Loan Collateral Agent for the benefit of the Second Seventh Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Second 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 Second 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 Second 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 Second Seventh Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Second Seventh Mezzanine Lenders, (Y) Second Seventh Mezzanine Loan Collateral Agent is acting as the collateral agent for the Second Seventh Mezzanine Lenders pursuant to Section 9.12 of the Second 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 Second Seventh Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Second Seventh Mezzanine Lenders. The Borrower acknowledges that the Second 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 Second Seventh Mezzanine Lenders and may be enforced by Second Seventh Mezzanine Lenders in any proceeding at law or in equity.