Common use of Acquisition Loan Clause in Contracts

Acquisition Loan. Borrowers hereby acknowledge and agree that, on the Closing Date, Lender made the Original Acquisition Loan Advance to Borrowers in the principal amount of $760,000,000.00, which Original Acquisition Loan Advance represented a full disbursement of all proceeds of the Original Acquisition Loan. As a result of the application of the Mezzanine Prepayments to the partial prepayment of the Original Acquisition Loan on November 6, 2007, and the partial prepayment made with the Release Parcel Release Price in connection with the sale of certain property by Adjacent Borrower, the Original Acquisition Loan is now in the reduced amount of $364,810,499.71 (the “Reduced Acquisition Loan”). The Reduced Acquisition Loan is evidenced by the Reduced Acquisition Loan Note and this Agreement, is secured by the Mortgage and the other Loan Documents and shall be repaid with interest, costs and charges as more particularly set forth in the Reduced Acquisition Loan Note, this Agreement, the Mortgage and the other Loan Documents. Principal amounts of the Original Acquisition Loan or the Reduced Acquisition Loan which are repaid for any reason may not be reborrowed. Lender did not fund any portion of the Original Acquisition Loan from any account holding “plan assets” of one or more plans within the meaning of 29 C.F.R. 2510.3-101 unless such Original Acquisition Loan did not constitute a non-exempt prohibited transaction under ERISA. Borrowers used the proceeds of the Original Acquisition Loan to (a) directly or indirectly acquire the Properties and the IP, (b) repay and discharge existing loans relating, directly or indirectly, to the Properties and/or the IP, (c) make deposits into the Reserve Funds on the Closing Date in the amounts provided herein, (d) pay costs and expenses incurred in connection with the closing of the Loan, as reasonably approved by Lender, as set forth on a sources and uses of funds schedule executed by Borrowers and Lender on the Closing Date, and (e) for such other purposes as were reasonably approved by Lender, as set forth on a sources and uses of funds schedule executed by Borrowers and Lender on the Closing Date.

Acquisition Loan. Borrowers hereby acknowledge and agree that, on the Closing Date, Lender made the Original Acquisition Loan Advance to Borrowers in the principal amount of $760,000,000.00, which Original Acquisition Loan Advance represented a full disbursement of all proceeds of the Original Acquisition Loan. As a result of the application of the Mezzanine Prepayments to the partial prepayment of the Original Acquisition Loan on November 6, 2007, and the partial prepayment made with the Release Parcel Release Price in connection with the sale of certain property by Adjacent Borrowerdate hereof, the Original Acquisition Loan is now in the reduced amount of $364,810,499.71 410,000,000.00 (the “Reduced Acquisition Loan”). The Reduced Acquisition Loan is evidenced by the Reduced Acquisition Loan Note and this Agreement, is secured by the Mortgage and the other Loan Documents and shall be repaid with interest, costs and charges as more particularly set forth in the Reduced Acquisition Loan Note, this Agreement, the Mortgage and the other Loan Documents. Principal amounts of the Original Acquisition Loan or the Reduced Acquisition Loan which are repaid for any reason may not be reborrowed. Lender did not fund any portion of the Original Acquisition Loan from any account holding “plan assets” of one or more plans within the meaning of 29 C.F.R. 2510.3-101 unless such Original Acquisition Loan did not constitute a non-exempt prohibited transaction under ERISA. Borrowers used the proceeds of the Original Acquisition Loan to (a) directly or indirectly acquire the Properties and the IP, (b) repay and discharge existing loans relating, directly or indirectly, to the Properties and/or the IP, (c) make deposits into the Reserve Funds on the Closing Date in the amounts provided herein, (d) pay costs and expenses incurred in connection with the closing of the Loan, as reasonably approved by Lender, as set forth on a sources and uses of funds schedule executed by Borrowers and Lender on the Closing Date, and (e) for such other purposes as were reasonably approved by Lender, as set forth on a sources and uses of funds schedule executed by Borrowers and Lender on the Closing Date.

Acquisition Loan. Borrowers hereby acknowledge and agree that, on the Closing Datedate hereof, Lender made the Original Acquisition Loan Advance to Borrowers in the principal amount of $760,000,000.00, which Original Acquisition Loan Advance represented represents a full disbursement of all proceeds of the Original Acquisition Loan. As a result Loan in the maximum principal amount of the application of the Mezzanine Prepayments to the partial prepayment of the Original Acquisition Loan on November 6, 2007, and the partial prepayment made with the Release Parcel Release Price in connection with the sale of certain property by Adjacent Borrower, the Original Acquisition Loan is now in the reduced amount of $364,810,499.71 (the “Reduced Acquisition Loan”)Amount. The Reduced Acquisition Loan is evidenced by the Reduced Acquisition Loan Note and this Agreement, is secured by the Mortgage and the other Loan Documents and shall be repaid with interest, costs and charges as more particularly set forth in the Reduced Acquisition Loan Note, this Agreement, the Mortgage and the other Loan Documents. Principal amounts of the Original Acquisition Loan or the Reduced Acquisition Loan which are repaid for any reason may not be reborrowed. Lender did shall not fund any portion of the Original Acquisition Loan from any account holding “plan assets” of one or more plans within the meaning of 29 C.F.R. 2510.3-101 unless such Original Acquisition Loan did will not constitute a non-exempt prohibited transaction under ERISA. Borrowers used shall use the proceeds of the Original Acquisition Loan to (a) directly or indirectly acquire the Properties and the IP, (b) repay and discharge any existing loans relating, directly or indirectly, to any of the Properties and/or the IP, (c) make deposits into the Reserve Funds on the Closing Date in the amounts provided herein, (d) pay costs and expenses incurred in connection with the closing of the Loan, as reasonably approved by Lender, as set forth on a sources and uses of funds schedule executed by Borrowers and Lender on the Closing Date, and (e) for such other purposes as were shall be reasonably approved by Lender, as set forth on a sources and uses of funds schedule executed by Borrowers and Lender on the Closing Date.

Acquisition Loan. Borrowers hereby acknowledge and agree thatThe Master Trustee, on if so directed by the Closing Date---------------- Company or the Named Fiduciary pursuant to directions that are consented to by the Master Trustee (which consent shall not to be unreasonably withheld), Lender made the Original may enter into one or more Acquisition Loan Advance to Borrowers Loans with any lender (including a party in the principal amount of $760,000,000.00, which Original Acquisition Loan Advance represented a full disbursement of all proceeds interest as defined in Section 3(14) of the Original Act) to finance the acquisition of Employer Stock, or to repay a prior Acquisition Loan. As a result The Master Trustee shall purchase and continue to hold such Employer Stock in the Employer Stock Fund for the benefit of ESOP Feature Participants pursuant to the provisions of the application ESOP Feature until otherwise directed by the Named Fiduciary; subject, however, to the requirements of the Mezzanine Prepayments Code and the Act to the partial prepayment of the Original extent applicable to an ESOP. The Master Trustee may refinance any Acquisition Loan on November 6and, 2007, and the partial prepayment made with the Release Parcel Release Price in connection with any such refinancing, shall repay any such Acquisition Loan; provided that such refinancing or any change in the sale terms of certain property by Adjacent Borrower, the Original an Acquisition Loan is now in used to acquire Employer Stock may be done only at the reduced amount direction or with the consent of $364,810,499.71 (the “Reduced Acquisition Loan”)Company or the Named Fiduciary. The Reduced Master Trustee may secure an Acquisition Loan is evidenced by pledging the Reduced Acquisition Loan Note and this Agreement, is secured by the Mortgage and the other Loan Documents and shall be repaid Employer Stock acquired with interest, costs and charges as more particularly set forth in the Reduced Acquisition Loan Note, this Agreement, the Mortgage and the other Loan Documents. Principal amounts of the Original Acquisition Loan or the Reduced Acquisition Loan which are repaid for any reason may not be reborrowed. Lender did not fund any portion of the Original Acquisition Loan from any account holding “plan assets” of one or more plans within the meaning of 29 C.F.R. 2510.3-101 unless such Original Acquisition Loan did not constitute a non-exempt prohibited transaction under ERISA. Borrowers used the proceeds of such Loan ("ESOP Stock"). No other assets of the Original Master Fund may be pledged by the Master Trustee as collateral for an Acquisition Loan. Pursuant to directions from the Named Fiduciary, Employer contributions made pursuant to an ESOP Feature ("ESOP Contributions"), earnings attributable to such ESOP Contributions and cash dividends on ESOP Stock shall be used to amortize any outstanding Acquisition Loan, unless the Master Trustee is directed to do otherwise by the Named Fiduciary. The Master Trustee shall apply dividends on Employer Stock held in accounts other than in the Suspense Account (as defined in Section 16.3) as directed by the Named Fiduciary; provided, however, that no dividends on Employer Stock that is allocated to an ESOP Feature Participant may be used to repay an Acquisition Loan unless Employer Stock with a fair market value not less than the amount of such dividends is allocated to (a) directly such ESOP Feature Participant pursuant to the terms of the ESOP Feature. Notwithstanding the foregoing, if the Master Trustee is unable to pay any such Acquisition Loan when due, the Master Trustee may sell unallocated shares of ESOP Stock to repay the Acquisition Loan without the direction or indirectly acquire consent of the Properties and Named Fiduciary. Should it be necessary for the IPMaster Trustee, (b) repay and discharge existing loans relating, directly at the direction of the Investment Committee or indirectlyotherwise, to the Properties and/or the IP, (c) make deposits into the Reserve Funds on the Closing Date sell any Employer Stock held in the amounts provided hereinEmployer Stock Fund to comply with any such repayment, (d) pay costs and expenses incurred in connection with the closing Master Trustee shall exercise its put rights pursuant to the terms of the Loan, as reasonably approved by Lender, as set forth on a sources and uses of funds schedule executed by Borrowers and Lender on the Closing Date, and (e) for such other purposes as were reasonably approved by Lender, as set forth on a sources and uses of funds schedule executed by Borrowers and Lender on the Closing DateSection 16.1.