Common use of Acquisition Facility Extensions of Credit Clause in Contracts

Acquisition Facility Extensions of Credit. If, at the time the Borrower requests any Acquisition Facility Extension of Credit hereunder, the then outstanding principal balance of all Acquisition Facility Extensions of Credit (including the face amount of any Acquisition Facility Letters of Credit) is less than $4,178,750 (such requested Acquisition Facility Extension of Credit, an “Acquisition Taxable Advance”), then, with respect to any Mortgage covering real property located in the State of New York which has a Secured Amount (as defined in each such Mortgage) allocated to the Acquisition Loans which is more than the then outstanding principal balance of all Acquisition Facility Extensions of Credit (including the face amount of any Acquisition Facility Letters of Credit), Borrower shall cause to be recorded in the appropriate land records in which such Mortgage is recorded a supplemental instrument in form and substance satisfactory to the Administrative Agent which evidences that each such Mortgage secures such Acquisition Taxable Advance, and Borrower shall pay all applicable mortgage recording tax on that portion of the Acquisition Taxable Advance which equals the difference between such then outstanding principal balance of the Acquisition Facility Extensions of Credit prior to the Acquisition Taxable Advance and the Secured Amount (as defined in each such Mortgage) of each such Mortgage which is allocated to the Acquisition Loans. Before such Acquisition Taxable Advance is made, the Borrower shall furnish the Administrative Agent with a recorded, stamped copy of such supplemental instrument(s) and evidence satisfactory to the Administrative Agent that all applicable mortgage recording tax due in connection with such Acquisition Taxable Advance (and the recording of such supplemental instrument(s) has been paid.

Acquisition Facility Extensions of Credit. If, at the time the any Borrower requests any extension of credit under the Acquisition Facility Extension of Credit hereunderFacility, the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (including the face amount of any all Acquisition Facility Letters of Credit) is less than $4,178,750 18,440,800 (such requested Acquisition Facility Extension extension of Creditcredit, an “Acquisition Taxable Advance”), then, with respect to any Mortgage covering real property located in the State of New York which has a Secured Amount (as defined in each such Mortgage) allocated to the Acquisition Loans Facility Extensions of Credit which is more than the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (prior to giving effect to the Acquisition Taxable Advance and calculated including the face amount of any all Acquisition Facility Letters of Credit), the U.S. Borrower shall cause to be recorded in the appropriate land records in which such Mortgage is recorded a supplemental instrument in form and substance satisfactory to the Administrative Agent which evidences that each such Mortgage secures such Acquisition Taxable Advance, and Borrower the Borrowers shall pay all applicable mortgage recording tax on that portion of the Acquisition Taxable Advance which equals the difference between such then outstanding principal balance lesser of (i) (A) the Acquisition Facility Extensions excess of Credit prior to the Acquisition Taxable Advance and the Secured Amount (as defined in each such Mortgage) of each such Mortgage which is allocated to the Total Acquisition LoansFacility Extensions of Credit over (B) the then outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage without giving effect to such Acquisition Taxable Advance and (ii) (A) the excess of the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage after giving effect to the Acquisition Taxable Advance over (B) the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage prior to the Acquisition Taxable Advance. Before such Acquisition Taxable Advance is made, the U.S. Borrower shall furnish the Administrative Agent with a recorded, stamped copy of such supplemental instrument(s) and evidence satisfactory to the Administrative Agent that all applicable mortgage recording tax due in connection with such Acquisition Taxable Advance (and the recording of such supplemental instrument(s) has been paid.. SECTION 7 AFFIRMATIVE COVENANTS Each of the Borrowers hereby jointly and severally agrees that, commencing on the Restatement Effective Date and continuing so long as any of the Commitments remain in effect or any amount is owing to any Lender or the Agents hereunder or under any other Loan Document (except contingent indemnification and expense reimbursement obligations for which no claim has been made), each Loan Party shall: 7.1

Acquisition Facility Extensions of Credit. If, at the time the any Borrower requests any extension of credit under the Acquisition Facility Extension of Credit hereunderFacility, the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (including the face amount of any all Acquisition Facility Letters of Credit) is less than $4,178,750 4,398,684 (such requested Acquisition Facility Extension extension of Creditcredit, an “Acquisition Taxable Advance”), then, with respect to any Mortgage covering real property located in the State of New York which has a Secured Amount (as defined in each such Mortgage) allocated to the Acquisition Loans Facility Extensions of Credit which is more than the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (prior to giving effect to the Acquisition Taxable Advance and calculated including the face amount of any all Acquisition Facility Letters of Credit), the U.S. Borrower shall cause to be recorded in the appropriate land records in which such Mortgage is recorded a supplemental instrument in form and substance satisfactory to the Administrative Agent which evidences that each such Mortgage secures such Acquisition Taxable Advance, and Borrower the Borrowers shall pay all applicable mortgage recording tax on 131 that portion of the Acquisition Taxable Advance which equals the difference between such then outstanding principal balance lesser of (i) (A) the Acquisition Facility Extensions excess of Credit prior to the Acquisition Taxable Advance and the Secured Amount (as defined in each such Mortgage) of each such Mortgage which is allocated to the Total Acquisition LoansFacility Extensions of Credit over (B) the then outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage without giving effect to such Acquisition Taxable Advance and (ii) (A) the excess of the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage after giving effect to the Acquisition Taxable Advance over (B) the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage prior to the Acquisition Taxable Advance. Before such Acquisition Taxable Advance is made, the U.S. Borrower shall furnish the Administrative Agent with a recorded, stamped copy of such supplemental instrument(s) and evidence satisfactory to the Administrative Agent that all applicable mortgage recording tax due in connection with such Acquisition Taxable Advance (and the recording of such supplemental instrument(s) has been paid.. Each of the Borrowers hereby jointly and severally agrees that, commencing on the Restatement Effective Date and continuing so long as any of the Commitments remain in effect or any amount is owing to any Lender or the Agents hereunder or under any other Loan Document (except contingent indemnification and expense reimbursement obligations for which no claim has been made), each Loan Party shall:

Acquisition Facility Extensions of Credit. If, at the time the any Borrower requests any extension of credit under the Acquisition Facility Extension of Credit hereunderFacility, the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (including the face amount of any all Acquisition Facility Letters of Credit) is less than $4,178,750 21,000,000 (such requested Acquisition Facility Extension extension of Creditcredit, an “Acquisition Taxable Advance”), then, with respect to any Mortgage covering real property located in the State of New York which has a Secured Amount (as defined in each such Mortgage) allocated to the Acquisition Loans Facility Extensions of Credit which is more than the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (prior to giving effect to the Acquisition Taxable Advance and calculated including the face amount of any all Acquisition Facility Letters of Credit), the U.S. Borrower shall cause to be recorded in the appropriate land records in which such Mortgage is recorded a supplemental instrument in form and substance satisfactory to the Administrative Agent which evidences that each such Mortgage secures such Acquisition Taxable Advance, and Borrower the Borrowers shall pay all applicable mortgage recording tax on that portion of the Acquisition Taxable Advance which equals the difference between such then outstanding principal balance lesser of (i) (A) the Acquisition Facility Extensions excess of Credit prior to the Acquisition Taxable Advance and the Secured Amount (as defined in each such Mortgage) of each such Mortgage which is allocated to the Total Acquisition LoansFacility Extensions of Credit over (B) the then outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage without giving effect to such Acquisition Taxable Advance and (ii) (A) the excess of the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage after giving effect to the Acquisition Taxable Advance over (B) the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage prior to the Acquisition Taxable Advance. Before such Acquisition Taxable Advance is made, the U.S. Borrower shall furnish the Administrative Agent with a recorded, stamped copy of such supplemental instrument(s) and evidence satisfactory to the Administrative Agent that all applicable mortgage recording tax due in connection with such Acquisition Taxable Advance (and the recording of such supplemental instrument(s) has been paid.

Acquisition Facility Extensions of Credit. If, at the time the any Borrower requests any extension of credit under the Acquisition Facility Extension of Credit hereunderFacility, the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (including the face amount of any all Acquisition Facility Letters of Credit) is less than $4,178,750 4,398,68418,440,800 (such requested Acquisition Facility Extension extension of Creditcredit, an “Acquisition Taxable Advance”), then, with respect to any Mortgage covering real property located in the State of New York which has a Secured Amount (as defined in each such Mortgage) allocated to the Acquisition Loans Facility Extensions of Credit which is more than the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (prior to giving effect to the Acquisition Taxable Advance and calculated including the face amount of any all Acquisition Facility Letters of Credit), the U.S. Borrower shall cause to be recorded in the appropriate land records in which such Mortgage is recorded a supplemental instrument in form and substance satisfactory to the Administrative Agent which evidences that each such Mortgage secures such Acquisition Taxable Advance, and Borrower the Borrowers shall pay all applicable mortgage recording tax on that portion of the Acquisition Taxable Advance which equals the difference between such then outstanding principal balance lesser of (i) (A) the Acquisition Facility Extensions excess of Credit prior to the Acquisition Taxable Advance and the Secured Amount (as defined in each such Mortgage) of each such Mortgage which is allocated to the Total Acquisition LoansFacility Extensions of Credit over (B) the then outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage without giving effect to such Acquisition Taxable Advance and (ii) (A) the excess of the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage after giving effect to the Acquisition Taxable Advance over (B) the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage prior to the Acquisition Taxable Advance. Before such Acquisition Taxable Advance is made, the U.S. Borrower shall furnish the Administrative Agent with a recorded, stamped copy of such supplemental instrument(s) and evidence satisfactory to the Administrative Agent that all applicable mortgage recording tax due in connection with such Acquisition Taxable Advance (and the recording of such supplemental instrument(s) has been paid.

Acquisition Facility Extensions of Credit. If, at the time the any Borrower requests any extension of credit under the Acquisition Facility Extension of Credit hereunderFacility, the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (including the face amount of any all Acquisition Facility Letters of Credit) is less than $4,178,750 4,398,684 (such requested Acquisition Facility Extension extension of Creditcredit, an “Acquisition Taxable Advance”), then, with respect to any Mortgage covering real property located in the State of New York which has a Secured Amount (as defined in each such Mortgage) allocated to the Acquisition Loans Facility Extensions of Credit which is more than the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (prior to giving effect to the Acquisition Taxable Advance and calculated including the face amount of any all Acquisition Facility Letters of Credit), the U.S. Borrower shall cause to be recorded in the appropriate land records in which such Mortgage is recorded a supplemental instrument in form and substance satisfactory to the Administrative Agent which evidences that each such Mortgage secures such Acquisition Taxable Advance, and Borrower the Borrowers shall pay all applicable mortgage recording tax on that portion of the Acquisition Taxable Advance which equals the difference between such then outstanding principal balance lesser of (i) (A) the Acquisition Facility Extensions excess of Credit prior to the Acquisition Taxable Advance and the Secured Amount (as defined in each such Mortgage) of each such Mortgage which is allocated to the Total Acquisition LoansFacility Extensions of Credit over (B) the then outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage without giving effect to such Acquisition Taxable Advance and (ii) (A) the excess of the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage after giving effect to the Acquisition Taxable Advance over (B) the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage prior to the Acquisition Taxable Advance. Before such Acquisition Taxable Advance is made, the U.S. Borrower shall furnish the Administrative Agent with a recorded, stamped copy of such supplemental instrument(s) and evidence satisfactory to the Administrative Agent that all applicable mortgage recording tax due in connection with such Acquisition Taxable Advance (and the recording of such supplemental instrument(s) has been paid.

Acquisition Facility Extensions of Credit. If, at the time the any Borrower requests any extension of credit under the Acquisition Facility Extension of Credit hereunderFacility, the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (including the face amount of any all Acquisition Facility Letters of Credit) is less than $4,178,750 20,406,400 (such requested Acquisition Facility Extension extension of Creditcredit, an “Acquisition Taxable Advance”), then, with respect to any Mortgage covering real property located in the State of New York which has a Secured Amount (as defined in each such Mortgage) allocated to the Acquisition Loans Facility Extensions of Credit which is more than the then outstanding principal balance of all the Total Acquisition Facility Extensions of Credit (prior to giving effect to the Acquisition Taxable Advance and calculated including the face amount of any all Acquisition Facility Letters of Credit), the U.S. Borrower shall cause to be recorded in the appropriate land records in which such Mortgage is recorded a supplemental instrument in form and substance satisfactory to the Administrative Agent which evidences that each such Mortgage secures such Acquisition Taxable Advance, and Borrower the Borrowers shall pay all applicable mortgage recording tax on that portion of the Acquisition Taxable Advance which equals the difference between such then outstanding principal balance lesser of (i) (A) the Acquisition Facility Extensions excess of Credit prior to the Acquisition Taxable Advance and the Secured Amount (as defined in each such Mortgage) of each such Mortgage which is allocated to the Total Acquisition LoansFacility Extensions of Credit over (B) the then outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage without giving effect to such Acquisition Taxable Advance and (ii) (A) the excess of the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage after giving effect to the Acquisition Taxable Advance over (B) the outstanding principal balance of the Total Acquisition Facility Extensions of Credit (including the face amount of all Acquisition Facility Letters of Credit) allocated to such Mortgage prior to the Acquisition Taxable Advance. Before such Acquisition Taxable Advance is made, the U.S. Borrower shall furnish the Administrative Agent with a recorded, stamped copy of such supplemental instrument(s) and evidence satisfactory to the Administrative Agent that all applicable mortgage recording tax due in connection with such Acquisition Taxable Advance (and the recording of such supplemental instrument(s) has been paid.