Exhibit 10.16







As of January 15, 2009 


NOTE MODIFICATION AGREEMENT


by and between


BANK OF AMERICA, N.A., 

as Payee


and


ACADIA-P/A SHERMAN AVENUE, LLC,
 as Maker










NOTE MODIFICATION AGREEMENT


                    NOTE
MODIFICATION AGREEMENT (this “Agreement”) made as of the 15th day of January,
2009 by and between BANK OF AMERICA, N.A., having an office at One Bryant Park,
35th Floor, New York, New York 10036 (“Payee”), and ACADIA-P/A SHERMAN AVENUE,
LLC, a Delaware limited liability company having an address at c/o Acadia Realty
Trust, 1311 Mamaroneck Avenue, Suite 260, White Plains, New York 10605
(“Maker”). 


WITNESSETH:


                    WHEREAS,
Payee is now the lawful owner and holder of the note (the “Note”) secured by
the mortgage more particularly described in Exhibit A attached hereto and made
a part hereof; 


                    WHEREAS,
Maker is the obligor under the Note which, as of the date hereof, evidences an
aggregate outstanding principal indebtedness of $19,000,000 (the
“Indebtedness”), plus interest thereon; and 


                    WHEREAS,
Payee and Maker have agreed to modify the Note in the manner hereinafter set
forth; 


                    NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
expressed, the parties hereto covenant and agree as follows: 


                         1.
The Note evidences the aggregate principal amount of the Indebtedness, together
with interest accrued and to accrue thereon and all other sums evidenced
thereby. 


                         2.
Maker hereby acknowledges that it is justly indebted to Payee under the Note,
and covenants and promises to pay the Indebtedness, together with 






interest and
other charges thereon, in accordance with the terms, covenants, conditions and
provisions set forth in Exhibit B attached hereto and made a part hereof,
including any exculpatory provisions contained in said Exhibit B, which terms,
covenants, conditions and provisions shall supersede in their entirety all of
the terms and provisions of the Note. 


                         3.
The terms and provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their heirs, representatives, successors and assigns.



                         4.
This Agreement and the rights and obligations of the parties hereto shall in
all respects be governed by, and construed and enforced in accordance with, the
laws of the State of New York (without giving effect to New York’s choice of
law principles). 


                         5.
This Agreement may be executed in multiple counterparts, each of which shall
constitute an original and together which shall constitute but one and the same
instrument. 


                         6.
The information set forth on the cover hereof is incorporated herein. 


[Remainder of page intentionally left blank.]


2






                    IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by each of
the parties hereto as of the day and year first above written. 


	
 

	
 

	
 


	
 

	
BANK OF
 AMERICA, N.A.


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Gregory Egli


	
 

	
 

	
Senior Vice
 President


	
 

	
 

	
 


	
 

	
ACADIA-P/A
 SHERMAN AVENUE, LLC,


	
 

	
a Delaware
 limited liability company


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Robert
 Masters


	
 

	
 

	
Senior Vice
 President





                    This
is to certify that this Note Modification Agreement was executed in my presence
on the date hereof on behalf of the Maker identified above by the party or
parties whose signature(s) appear(s) above in the capacities indicated. 


	
 
	
 

	
 
	


	
 
	
Notary
 Public

	
 
	
 

	
My Commission Expires:
	
 

	 	 
	
 
	
 

	


	
 











EXHIBIT A


Mortgage


All recording references are to recordings in
the 

Office of the New York City Register, New York County.


Mortgage,
Assignment of Leases and Rents in the original principal amount of $19,000,000
made by Acadia-P/A Sherman Avenue, LLC to Bank of China, New York Branch dated
as of September 8, 2005 and recorded September 19, 2005 as CRFN 2005000523844.
Mortgage Tax Paid: $532,000. 


Said mortgage
was assigned by Bank of China, New York Branch to Bank of America, N.A. by an
Assignment of Mortgage dated January 14, 2009 and intended to be recorded. 






EXHIBIT B


Form of Modified Note






EXHIBIT B


NOTE


Date of Note:   January
15, 2009


Note Amount:   $19,000,000


Maturity Date:   January 15,
2010 


                    FOR
VALUE RECEIVED, the undersigned (hereinafter, “Maker”) does hereby covenant and
promise to pay to the order of BANK OF AMERICA, N.A. or its successors or
assigns (hereinafter collectively “Payee”), on the Maturity Date, at One Bryant
Park, 35th Floor, New York, New York 10036, or at such other place as Payee may
designate to Maker in writing from time to time (it being understood that all
or any portions of the indebtedness evidenced hereby, whether principal or
interest, at Payee’s election, may be payable at, or for the account of,
Payee’s lending offices at other locations), the Note Amount or so much thereof
as shall be advanced by Payee and remain unpaid, together with interest at the
Floating Rate (as hereinafter defined), provided, however, that if the BBA
LIBOR Daily Floating Rate (as hereinafter defined) is not available for any
reason, or if Payee determines that no adequate basis exists for determining
the BBA LIBOR Daily Floating Rate or that the BBA LIBOR Daily Floating Rate
will not adequately and fairly reflect the cost to Payee of funding the Loan,
or that any applicable law or regulation or compliance therewith by Payee
prohibits or restricts or makes impossible the charging of interest based on
the BBA LIBOR Daily Floating Rate and Payee so notifies Maker, then until Payee
notifies Maker that the circumstances giving rise to such suspension no longer
exist, interest shall accrue and be payable on the unpaid principal balance of
this Note from the date Payee so notifies Maker until the maturity date of this
Note (whether by acceleration, declaration, extension or otherwise) at a
fluctuating rate of interest per annum equal to the Prime Rate (as hereinafter
defined) of Payee plus 150 basis points per annum. If Payee (including any
subsequent holder of this Note) ceases to exist or to establish a prime rate
from which the Prime Rate is then determined, the applicable variable rate from
which the Prime Rate is then determined thereafter shall be instead the prime
rate reported in The Wall Street Journal (or the average prime rate if a high
and a low prime rate are therein reported), and the Prime Rate shall change without
notice with each change in such prime rate as of the date such change is
reported. Interest shall be computed on an actual/360-day basis (i.e., interest
for each day during which any portion of the Note Amount bearing interest at
said rate is outstanding shall be computed at said rate divided by 360) on so
much of the Note Amount as is from time to time outstanding (the “Principal
Amount”), all as hereinafter provided, and with a late payment premium of 5% of
any principal or interest payment (other than the balloon payment due on the
Maturity Date) made more than ten (10) days after the due date thereof which
shall be due with any such late payment. All payments of principal, interest
and other sums hereunder shall be made in lawful money of the United States and
in immediately available funds. All payments of principal, interest and other 


3






sums hereunder
shall be made in lawful money of the United States and in immediately available
funds, without counterclaim or setoff and free and clear of, and without any
deduction or withholding for, any taxes or other payments. 


                    The
following additional terms, as used in this Note, shall have the meanings
indicated opposite them: 


	
 

	
 


	
 

	
          “Additional
 Costs” — Any costs, losses or expenses incurred by Payee which it determines
 are attributable to its making or maintaining the Loan, or its obligation to
 make any Loan advances, or any reduction in any amount receivable by Payee
 under the Loan or this Note. 


	
 

	
 


	
 

	
          “BBA
 LIBOR Daily Floating Rate” — A fluctuating rate of interest per annum equal
 to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by
 Reuters (or other commercially available source providing quotations of BBA
 LIBOR as selected by Payee from time to time) as determined for each Business
 Day at approximately 11:00 a.m. London time two (2) London Banking Days prior
 to the date in question, for U.S. Dollar deposits (for delivery on the first
 day of such interest period) with a one month term, as adjusted from time to
 time in Payee’s sole discretion for reserve requirements, deposit insurance
 assessment rates and other regulatory costs. A “London Banking Day” is a day
 on which banks in London are open for business and dealing in offshore
 dollars. 


	
 

	
 


	
 

	
          
 “Business Day” — Any day other than a Saturday, Sunday or day which shall be
 in the State of New York a legal holiday or day on which banking institutions
 are required or authorized to close. 


	
 

	
 


	
 

	
          “Dollars”
 and “$” — Lawful money of the United States of America. 


	
 

	
 


	
 

	
          “Floating
 Rate” — A fluctuating rate per annum equal to the BBA LIBOR Daily Floating
 Rate plus 150 basis points per annum, each change in said rates to be
 effective as of the date of such change. 


	
 

	
 


	
 

	
          “Loan”
 — The loan in the Note Amount to be made to Maker by Payee and evidenced
 hereby. 


	
 

	
 


	
 

	
          “Loan
 Documents” — All instruments delivered (whether now or hereafter and whether
 by Maker or any other person or entity) to Payee or any other holder of this
 Note in connection with the Loan evidenced by this Note. 


	
 

	
 


	
 

	
          “Prime
 Rate” — On any day, the rate of interest per annum then most recently
 established by Payee as its “prime rate”. Any such rate is a general
 reference rate of interest, may not be related to any other rate, and may not
 be the lowest or best rate actually charged by Payee to any customer or a
 favored rate and may not correspond with future increases or decreases in
 interest rates charged by other lenders or market rates in general, and Payee
 may make various business or other loans at rates of interest having no
 relationship to such rate. 





4






	
 

	
 


	
 

	
          “Regulation
 D” — Regulation D of the Board of Governors of the Federal Reserve System,
 as from time to time amended or supplemented.


	
 

	
 


	
 

	
          “Regulatory
 Change” — With respect to the charging and collecting of interest at the
 Floating Rate, any change after the date hereof in United States federal,
 state or foreign laws or regulations (including Regulation D) or the adoption
 or making after such date of any interpretations, directives or requests
 applying to a class of banks including Payee under any United States federal,
 state or foreign laws or regulations (whether or not having the force of law)
 by any court or governmental or monetary authority charged with the
 interpretation or administration thereof, excluding any change the effect of
 which is reflected in a change in the Floating Rate. 


	
 

	
 


	
 

	
          “Reserve
 Requirement” — The average maximum rate at which reserves (including any
 marginal, supplemental or emergency reserves) are required to be maintained
 under Regulation D by member banks of the Federal Reserve System in New York
 City with deposits exceeding one billion U.S. Dollars against “Euro-Currency
 Liabilities”, as such quoted term is used in Regulation D. Without limiting
 the effect of the foregoing, the Reserve Requirement shall reflect any other
 reserves required to be maintained by such member banks by reason of any
 Regulatory Change against (a) any category of liabilities which includes
 deposits by reference to which the Floating Rate is to be determined as
 provided in this Note or (b) any category of extensions of credit or other
 assets which includes loans the interest rate on which is determined on the
 basis of rates referred to in the definition of “Floating Rate” set forth
 above. 





                    Interest
on the Principal Amount shall be payable monthly on the first day of the first
month (an “Interest Payment Date”) following the first advance of Loan proceeds
which are evidenced hereby and on the first day of each month thereafter until
this Note is repaid in full. 


                    Maker
shall pay to Payee, promptly upon demand, such amounts as are necessary to
compensate Payee for Additional Costs resulting from any Regulatory Change
which (i) subjects Payee to any tax, duty or other charge with respect to the
Loan or this Note, or changes the basis of taxation of any amounts payable to
Payee under the Loan or this Note (other than taxes imposed on the overall net
income of Payee or of its applicable lending office by the jurisdiction in
which Payee’s principal office or such applicable lending office is located),
(ii) imposes, modifies or deems applicable any reserve, special deposit or
similar requirements relating to any extensions of credit or other assets of,
or any deposits with or other liabilities of, Payee, (iii) imposes on Payee or
on the London interbank market, any other condition affecting the Loan or this
Note, or any of such extensions of credit or liabilities or (iv) imposes any
capital adequacy requirements on Payee by virtue of the Loan or this Note.
Payee will notify Maker of any event occurring after the date hereof which
would entitle it to compensation pursuant to this paragraph as promptly as
practicable after it obtains knowledge thereof and determines to request such
compensation, and will designate a different lending office for those portions
of the Loan affected by such event if such designation will avoid the need 


5






for, or reduce
the amount of, such compensation and will not, in Payee’s sole opinion, be
disadvantageous to it, provided that Payee shall have no obligation to so
designate a lending office located in the United States. For purposes of this
paragraph, of the definition of “Additional Costs” set forth above and of the
next succeeding four paragraphs, the term “Payee” shall, at Payee’s option, be
deemed to include Payee’s present and future participants in the Loan. 


                    Determinations
by Payee of the existence or effect of any Regulatory Change on its costs of
making or maintaining the Loan, or portions thereof, at the Floating Rate, or
on amounts receivable by it in respect thereof, and of the additional amounts
required to compensate Payee in respect of Additional Costs, shall be
conclusive, provided that such determinations are made on a reasonable basis. 


                    Maker
shall have the right to prepay this Note, in whole or in part, without premium
or penalty (subject, however, to the provisions of the immediately preceding
paragraph of this Note) upon written notice thereof given to Payee by prepaid
registered or certified mail at least ten (10) days prior to the date to be
fixed therein for prepayment, and upon the payment of all accrued interest on
the amount prepaid (and all late charges and other sums that may be payable
hereunder) to the date so fixed. Any such notice of prepayment shall be
irrevocable. 


                    This
Note is secured by, among other things, a mortgage(s) or deed(s) of trust (the
“Mortgage”) of premises situated as indicated below, which Mortgage specifies
various defaults upon the happening of which all sums owing on this Note may be
declared immediately due and payable. 


                    If
a default shall occur hereunder or under the Mortgage and such default shall
continue after the expiration of any applicable grace period, interest on the
Principal Amount shall, at the option of Payee, immediately and without notice
to Maker, be converted to the Prime Rate. The foregoing provision shall not be
construed as a waiver by Payee of its right to pursue any other remedies
available to it under the Mortgage or any other instrument evidencing or
securing the Loan, nor shall it be construed to limit in any way the
application of the “Default Rate” as provided in the Mortgage. 


                    Maker
hereby agrees that it shall be bound by any agreement extending the time or
modifying the above terms of payment, made by Payee and the owner or owners of
the property affected by the Mortgage or any additional collateral documents
delivered to Payee in connection with the Loan, whether with or without notice
to Maker, and Maker shall continue to be liable to pay the amount due hereunder,
but with interest at a rate no greater than the interest rate provided for
herein according to the terms of any such agreement of extension or
modification. 


                    This
Note may not be changed orally but only by an agreement in writing, signed by
the party against whom enforcement of any waiver, change, modification or
discharge is sought. All parties to this Note, whether Maker, principal,
surety, guarantor or endorser, hereby waive demand, notice and protest. Written
notices required to be given hereunder shall be given as provided in the
Mortgage. 


6






                    Should
the indebtedness represented by this Note or any part thereof be collected at
law or in equity, or in bankruptcy, receivership or any other court proceeding
(whether at the trial or appellate level), or should this Note be placed in the
hands of attorneys for collection upon default, Maker agrees to pay, in
addition to the principal, interest and other sums due and payable hereon, all
costs of collecting or attempting to collect this Note, including reasonable
attorneys’ fees and expenses. 


                    Anything
herein to the contrary notwithstanding, the obligations of Maker under this
Note shall be subject to the limitation that payments of interest shall not be
required to the extent that receipt of any such payment by Payee would be
contrary to provisions of law applicable to Payee limiting the maximum rate of
interest which may be charged or collected by Payee. All agreements between
Maker and/or any guarantor of Maker’s obligations hereunder and Payee are
hereby expressly limited so that in no contingency or event whatsoever, whether
by reason of acceleration of maturity of the indebtedness evidenced hereby or
otherwise, shall the amount paid or agreed to be paid to Payee for the use or
the forbearance of the indebtedness evidenced hereby exceed the maximum
permissible under applicable law. As used herein, the term “applicable law”
shall mean the law in effect as of the date hereof, provided, however, that in
the event there is a change in the law which results in a higher permissible
rate of interest, then this Note shall be governed by such new law as of its
effective date. In this regard, it is expressly agreed that it is the intent of
Maker and Payee in the execution, delivery and acceptance of this Note to
contract in strict compliance with the laws of the State of New York from time
to time in effect. If, under or from any circumstances whatsoever, fulfillment
of any provision hereof or of any of the loan documents at the time of
performance of such provision shall be due, shall involve transcending the
limit of such validity prescribed by applicable law, then the obligation to be
fulfilled shall automatically be reduced to the limits of such validity, and
if, under or from any circumstances whatsoever Payee should ever receive as
interest an amount which would exceed the highest lawful rate, such amount
which would be excessive interest shall be applied to the reduction of the
principal balance evidenced hereby and not to the payment of interest. This
provision shall control every other provision of all agreements between Maker
and/or any guarantor of Maker’s obligations hereunder and Payee. 


                    Promptly
upon receipt of an affidavit of an officer of Payee as to the loss, theft,
destruction or mutilation of this Note, or of any other document evidencing or
securing the loan evidenced hereby which is not of public record, Maker will
issue and deliver, in lieu thereof, a replacement Note or other such document. 


                    Payee
may at any time pledge all or any portion of this Note or its rights hereunder
or otherwise in respect of the Loan to any of the twelve (12) Federal Reserve
Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section
341. No such pledge or enforcement thereof shall release Payee from its
obligations under the Loan. 


                    MAKER
HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT,
ACTION OR PROCEEDING BROUGHT BY PAYEE ON THIS NOTE, ANY AND EVERY RIGHT IT MAY
HAVE 


7






TO (I)
INJUNCTIVE RELIEF, (II) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A
COMPULSORY COUNTERCLAIM AND (III) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR
SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR
PROHIBIT MAKER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST PAYEE
WITH RESPECT TO ANY ASSERTED CLAIM. IN ADDITION, MAKER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY CLAIM BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE
OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF ANY PARTY. THE FOREGOING WAIVERS CONSTITUTE A MATERIAL INDUCEMENT
FOR PAYEE TO ACCEPT THIS NOTE AND TO MAKE THE LOAN EVIDENCED HEREBY. 


                This
Note and the rights and obligations of the parties hereunder shall in all respects
be governed by, and construed and enforced in accordance with, the laws of the
State of New York (without giving effect to New York’s principles of conflicts
of law). Maker hereby irrevocably submits to the non-exclusive jurisdiction of
any New York State or Federal court sitting in The City of New York (or any
county in New York State where any portion of the “Mortgaged Property”, as such
quoted term is defined in the Mortgage, is located) over any suit, action or
proceeding arising out of or relating to this Note, and Maker hereby agrees and
consents that, in addition to any methods of service of process provided for
under applicable law, all service of process in any such suit, action or
proceeding in any New York State or Federal court sitting in The City of New
York (or such other county in New York State) may be made by certified or
registered mail, return receipt requested, directed to Maker at the address
indicated below, and service so made shall be complete five (5) days after the
same shall have been so mailed. 


           Maker
shall not be personally liable for payment of the principal of this Note or
interest thereon, and in the event of any failure by Maker to pay any portion
of such principal or interest, Payee will look, with respect to the then
outstanding balance of such principal and interest, solely to the Mortgaged
Property and such other collateral as has been, or hereafter shall be, given to
secure payment of the Note and any guaranties thereof. The foregoing limitation
on liability shall not impair or otherwise affect the validity or
enforceability of (a) the debt evidenced by this Note or of any other
obligations evidenced by this Note, the Mortgage or any of the Loan Documents or (b) Payee’s liens, security interests,
rights and remedies (including, without limitation, the remedies of foreclosure
and/or sale) with respect to the Mortgaged Property or any other property,
security, collateral and/or assets (including the proceeds thereof) encumbered,
pledged or assigned by the Mortgages or any other security for the Loan. In
addition, the foregoing limitation on liability shall not limit the obligations
of Maker or any other party, or be applicable, with respect to: (i) liability
under any guaranty(ies) or indemnity(ies) delivered or afforded to Payee; (ii)
any fraud or material misrepresentation; (iii) taxes of any kind (whether
characterized as transfer, gains or 


8






other taxes)
payable in connection with the foreclosure sale of the Mortgaged Property,
irrespective of who pays such taxes; (iv) application of any proceeds of the
Loan to any purpose other than as provided in the Loan Documents; (v) the
application of any insurance or condemnation proceeds or other funds or
payments other than strictly in accordance with the Loan Documents; (vi) the
misapplication of any security deposits; (vii) rents, sales proceeds, or other
sums received after default under the Loan Documents which are not applied to
expenses of operating the Mortgaged Property or paid to Payee or a duly
appointed receiver of the Premises; (viii) any failure to deliver to Payee,
after demand therefor, any agreements relating to the operation, management,
leasing, use, occupancy or construction of the Mortgaged Property; (ix) any
intentional physical waste in respect of the Mortgaged Property; (x) any
failure to pay or discharge any real estate tax, other tax, assessment, fine,
penalty or lien against the Mortgaged Property to the extent revenue from
leases of the Mortgaged Property was available to pay same; (xi) liability as
landlord under any lease(s) relating to the Mortgaged Property which liability
accrued prior to Payee’s succeeding to such interest of Maker, which Payee is
or becomes obligated for by virtue of Payee succeeding to the interests of
Maker, provided,  however, that such liability shall only apply with respect to
any liability of Maker under such leases which Payee assumes pursuant to
subordination, non-disturbance and attornment agreements required pursuant to
the terms of such leases; (xii) liability under any agreement relating to the
operation or maintenance of the Mortgaged Property which liability accrued
prior to Payee’s succeeding to such interest of Maker which Payee is or becomes
obligated for by virtue of Payee succeeding to the interests of Maker,
provided,  however, that such liability shall only apply with respect to
agreements which are not terminable by their terms upon thirty (30) days’
written notice; (xiii) liability to pay for the premiums on and keep in full
force and effect insurance in respect of the Mortgaged Property in accordance
with the Loan Documents to the extent revenue from leases of the Mortgaged
Property was available to pay same; or (xiv) liability for Hazardous Substances
(as defined in the Mortgage) that may exist upon or be discharged from the
Mortgaged Property. Maker shall in any event be and shall remain personally
liable for each of the matters to which reference is made in the preceding
sentence and Payee may seek, obtain and enforce one or more money judgments in
any appropriate proceeding(s) with respect thereto. The limitation on personal
liability contained in this paragraph shall become automatically null and void
and shall be of no further force or effect, and Maker shall be and remain
personally liable for payment of the principal of this Note and interest
thereon, in accordance with the terms and provisions of this Note, in the event
that Maker, or anyone acting on behalf of Maker, shall (A) file a petition or
answer seeking any relief of any kind under the bankruptcy laws of the United
States, or if an Insolvency Event (as defined in the Mortgage) shall otherwise
occur, (B) assert in writing or in any legal proceedings of any kind that any
provisions of any of the Loan Documents are in whole or in part unenforceable,
invalid or not legally binding, or (C) fail fully to cooperate with Payee or a
receiver in Payee’s or such receiver’s efforts to collect Rents directly from
tenants after a default under the Loan Documents.  


[Remainder of page intentionally left blank]


9






                    IN
WITNESS WHEREOF, Maker has executed and delivered this Note on the day and year
first above written. 


	
 

	
 

	
 


	
 

	
ACADIA-P/A
 SHERMAN AVENUE, LLC,


	
 

	
a Delaware
 limited liability company


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Robert
 Masters


	
 

	
 

	
Senior Vice
 President








	
 

	
 


	
Location of
 Premises:

	
Address of
 Maker


	
 

	
 


	
4650-4060
 Broadway (a/k/a 2-16 Sherman

	
Acadia-P/A
 Sherman Avenue, LLC


	
Avenue), New
 York, New York

	
c/o Acadia
 Realty Trust


	
 

	
1311
 Mamaroneck Avenue, Suite 260


	
 

	
White
 Plains, New York 10605





                    This
is to certify that this Note was executed in my presence on the date hereof by
the party whose signature appears above in the capacity indicated. 


	
 
	
 

	
 
	


	
 
	
Notary
 Public 

	
 
	
 

	
My Commission Expires:
	
 

	 	 
	
 
	
 

	


	
 











	
 

	
 


	
BLOCK: 

	
2175 


	
LOT: 

	
1 


	
COUNTY: 

	
New York 


	
ADDRESS: 

	
4650-4660
 Broadway (a/k/a 2-16 Sherman Avenue), New York, New York 











	
 


	
As of January 15, 2009 


	
 


	
MORTGAGE MODIFICATION AGREEMENT 


	
 


	
by and between


	
 


	
ACADIA-P/A SHERMAN AVENUE, LLC,


	
as Mortgagor


	
 


	
and


	
 


	
BANK OF AMERICA, N.A.,


	
as Mortgagee


	
 


	
 


	
 


	




This instrument prepared by, and after recording please return to:


	
Schiff Hardin LLP


	
900 Third Avenue


	
New York, New York 10022


	
Attention: Paul G. Mackey, Esq.










MORTGAGE MODIFICATION AGREEMENT


          MORTGAGE
MODIFICATION AGREEMENT (this “Agreement”) made as of the 15th day of January,
2009 by and between BANK OF AMERICA, N.A., having an office at One Bryant Park,
35th Floor, New York, New York 10036 (“Mortgagee”), and ACADIA-P/A SHERMAN AVENUE,
LLC, a Delaware limited liability company having an address at c/o Acadia
Realty Trust, 1311 Mamaroneck Avenue, Suite 260, White Plains, New York 10605
(“Mortgagor”).


WITNESSETH:


          WHEREAS,
Mortgagee is now the lawful owner and holder of the mortgages (collectively,
the “Mortgage”) more particularly described in Exhibit A attached hereto
and made a part hereof, and of the note (the “Note”) and other obligations
secured thereby; 


          WHEREAS,
the maximum outstanding principal amount which is or under any contingency may
be secured by the Mortgage is $19,000,000 (the “Indebtedness”), plus interest
thereon and all additional interest and late payment and prepayment charges in
respect thereof, plus all amounts expended by Mortgagee following a default
thereunder in respect of insurance premiums and real estate taxes, and all
legal costs or expenses of collection of the note(s) secured thereby or of the
defense or prosecution of the rights and lien created thereby; 


          WHEREAS,
the Mortgage is presently a valid lien on the real property described in Schedule
A attached hereto and made a part hereof (the “Premises”); 


          WHEREAS,
Mortgagor is the lawful owner of the Premises; and 







          WHEREAS,
Mortgagee and Mortgagor have agreed to modify, amend and restate the terms of
the Mortgage in the manner hereinafter set forth; 


          NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
expressed, the parties hereto covenant and agree as follows: 


               7. Mortgagor
hereby agrees to pay the Indebtedness and interest thereon at the rate(s) of
interest and on the terms provided for the payment of principal and interest in
the Note, as modified by that certain note modification agreement, dated the
date hereof, between Mortgagee and Mortgagor (the “Note Agreement”). 


               8. The
Mortgage is hereby amended and restated in its entirety by Exhibit B attached
hereto and made a part hereof including any exculpatory provisions contained in
said Exhibit B, and Mortgagor hereby agrees to comply with and be bound by all
of the terms, covenants and conditions set forth in said Exhibit B.


               9. Mortgagor
hereby certifies that this Agreement secures the same indebtedness evidenced by
the Note, as modified by the Note Agreement, and secured by the Mortgage, as
modified, amended and restated hereby, and secures no new or further
indebtedness or obligation. 


               10. Mortgagor
represents and warrants that there exist no defenses, offsets or counterclaims
with respect to its obligations under the Mortgage, as modified hereby, or
under the Note, as modified by the Note Agreement, including its obligation for
the payment of the Indebtedness. 


               11. The
terms and provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their heirs, representatives, successors and assigns. 


2






               12. This
Agreement and the rights and obligations of the parties hereto shall in all
respects be governed by, and construed and enforced in accordance with, the
laws of the State of New York (without giving effect to New York’s choice of
law principles). 


               13. This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original and together which shall constitute but one and the same
instrument. 


               14. The
information set forth on the cover hereof is incorporated herein. 


[Remainder of page intentionally left blank.]


3






          IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by each of
the parties hereto as of the day and year first above written. 


	
 

	
 


	
 

	
BANK OF
 AMERICA, N.A. 








	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Gregory Egli
 


	
 

	
 

	
Senior Vice
 President


	
 

	
 

	
 


	
 

	
ACADIA-P/A
 SHERMAN AVENUE, LLC, 


	
 

	
a Delaware
 limited liability company


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Robert
 Masters


	
 

	
 

	
Senior Vice
 President












	
 

	
 

	
 


	
STATE OF NEW
 YORK

	
)

	
 


	
 

	
:

	
ss.:


	
COUNTY OF
 NEW YORK

	
)

	
 





          On
the ______ day of January in the year 2009, before me, the undersigned, a
notary public in and for said state, personally appeared Gregory Egli,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument. 


	
 
	
 

	
 
	


	
 
	
Notary
 Public 

	
 
	
 

	
My Commission Expires:
	
 

	 	 
	
 
	
 

	


	
 











	
 

	
 

	
 


	
STATE OF NEW
 YORK

	
)

	
 


	
 

	
:

	
ss.:


	
COUNTY OF
WESTCHESTER

	
)

	
 





          On
the ______ day of January in the year 2009, before me, the undersigned, a
notary public in and for said state, personally appeared Robert Masters,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument. 


	
 
	
 

	
 
	


	
 
	
Notary
 Public 

	
 
	
 

	
My
 Commission Expires:
	
 

	 	 
	
 
	
 

	
 
	
 

	

	










SCHEDULE A


Property Description


ALL that lot
or parcel of land, in the Borough of Manhattan, County of New York, City of New
York, State of New York described as follows:


PARCEL A:


Lot Numbers 1
and 4 in Section Number 8, Block Number 2175 on the land map of the County of
New York, and bounded and described as follows:


BEGINNING a
point on the easterly side of Broadway at the northeasterly line of said Lot
Number 4;


RUNNING THENCE
easterly, or nearly so along said Lot Number 4, 220 feet 5 inches to the westerly
line of Lot Number 100 on said map;


THENCE 113
feet 8 inches southeasterly along said westerly line of said Lot Number 100 to
the northerly side of Sherman Avenue;


THENCE
westerly or nearly so along the northerly side of Sherman Avenue to a point
thereon distant 204 feet 4-3/8 inches westerly from the westerly side of said
Lot Number 100;


THENCE running
on a curved line, 96 feet 9-5/8 inches to a point on the easterly side of
Broadway, distant 130 feet 5/8 inch southerly from the northerly line of said
Lot Number 4;


THENCE
northerly along the easterly side of Broadway, 130 feet 5/8 inch to the point
or place of BEGINNING. Be the said several distances, more or less.


PARCEL B:


Lot Number 50
on a certain map entitled “Map of 128 acres of land situated in the 12th Ward
of the City of New York, part of the Estate Of Isaac Dyckman, deceased, known
as Fort George Property”. Dated September 15th, 1868 by R. Rosa, Surveyor, and
filed in the Office of the Register of the County of New York on
November 7, 1868 as map number 697 and which said plot is bounded and
described as follows:


BEGINNING at a
point on the easterly side of Broadway or Kingsbridge Road, as widened, at the
southwesterly corner of plot number 49 on said map;


THENCE
easterly or nearly so along said plot number 49, 202 feet to plot number 53 on
said map;






THENCE
southeasterly along the said plot number 53 on said map and parallel with a new
street laid out by the Commissioners of the Central Park and designated on said
map as boulevard or Dyckman Street, 53 feet 3 inches;


THENCE
westerly or nearly so and along plot number 51 on said map, 220 feet 5 inches
to the present easterly side of Broadway or Kingsbridge Road, as widened;


THENCE
northerly or nearly so along the said present easterly side of Broadway or
Kingsbridge Road, 50 feet to the point or place of BEGINNING.


2






EXHIBIT A


Mortgage


All recording references are to recordings in
the

Office of the New York City Register, New York County.


Mortgage,
Assignment of Leases and Rents in the original principal amount of $19,000,000
made by Acadia-P/A Sherman Avenue, LLC to Bank of China, New York Branch dated
as of September 8, 2005 and recorded September 19, 2005 as CRFN
2005000523844. Mortgage Tax Paid: $532,000.


Said mortgage
was assigned by Bank of China, New York Branch to Bank of America, N.A. by an
Assignment of Mortgage dated January 14, 2009 and intended to be recorded.






EXHIBIT B


Form of Amended and Restated Mortgage






EXHIBIT B


	
 

	
 


	
BLOCK:

	
2175


	
LOT:

	
1


	
COUNTY:

	
New York


	
ADDRESS:

	
4650-4660
 Broadway (a/k/a 2-16 Sherman Avenue), New York, New York










Date: As of January 15, 2009


MORTGAGE, ASSIGNMENT OF LEASES

AND RENTS AND SECURITY AGREEMENT

(“this Mortgage”)


FROM


ACADIA-P/A SHERMAN AVENUE, LLC,

a limited liability company organized and existing under the laws of Delaware


(“Mortgagor”)


	
 

	
 

	
 


	
 

	
Address of
 Mortgagor:

	
c/o Acadia
 Realty Trust


	
 

	
 

	
1311
 Mamaroneck Avenue, Suite 260


	
 

	
 

	
White
 Plains, New York 10605





TO


BANK OF AMERICA, N.A.


(“Mortgagee”)


	
 

	
 

	
 


	
 

	
Address of
 Mortgagee:

	
One Bryant
 Park, 35th Floor


	
 

	
 

	
New York,
 New York 10036





Mortgage Amount: $19,000,000






This instrument prepared by, and after
recording please return to:
Schiff Hardin LLP

900 Third Avenue, 23rd Floor

New York, New York 10022

Attention: Paul G. Mackey, Esq.


2






THE AMOUNT OF THIS MORTGAGE IS $19,000,000.


RECITAL


                    ACADIA-P/A
SHERMAN AVENUE, LLC, a Delaware limited liability company, is the owner of the
premises described in Schedule A. Mortgagor will borrow the Mortgage
Amount from Mortgagee and has executed and delivered to Mortgagee a note
modification agreement, dated the date hereof, obligating it to pay the
Mortgage Amount (the note described in, and modified by, said note modification
agreement, as the same may hereafter be amended, modified, extended, severed,
assigned, renewed, replaced or restated, hereinafter, the “Loan Note”). In the
event that all or any part of the Premises is located in the State of New York,
then, notwithstanding the language in the Granting Clause and Section 1.10 or
anything else contained herein to the contrary, the maximum amount secured
hereby at execution or which under any contingency may become secured hereby at
any time hereafter is the Mortgage Amount and all interest, Additional Interest
and late payment and prepayment charges in respect thereof, plus all amounts
expended by Mortgagee following a default hereunder in respect of insurance
premiums and real estate taxes, and all legal costs or expenses of collection
of the debt secured hereby or of the defense or prosecution of the rights and
lien created hereby. In addition, Mortgagor may hereafter enter into the
Hedging Agreement (as hereinafter defined) with Counterparty (as hereinafter
defined), providing for one or more interest rate hedging transactions. The
Loan Note and the Hedging Agreement are hereinafter referred to individually
and collectively as the “Note”. In connection with the Hedging Agreement,
Counterparty has appointed or will appoint Mortgagee to act as its agent
hereunder.


CERTAIN DEFINITIONS AND RULES OF CONSTRUCTION


                    Mortgagor
and Mortgagee agree that, unless the context otherwise specifies or requires,
the following terms shall have the meanings herein specified.


                    “Additional
Interest” means all sums payable by Mortgagor under the Hedging Agreement.


                    “Chattels”
means all fixtures, furnishings, fittings, appliances, apparatus, equipment,
building materials and components, machinery, boilers, oil burners, power
systems, heating, ventilating and air conditioning systems, elevators, and all
other chattels and articles of personal property, of whatever kind or nature,
and any additions thereto and any replacements, proceeds or products thereof
(other than those owned by lessees or those claiming under or through lessees
or leased by lessees from parties other than Mortgagor) now or at any time
hereafter intended to be or actually affixed to, attached to, placed upon, or
used in any way in connection with the complete and comfortable use, enjoyment,
development, occupancy or operation of the Premises, and whether located on or
off the Premises.






                    “Counterparty”
means Bank of America, N.A., in its capacity as a party to the Hedging
Agreement, and its successors and assigns in such capacity.


                    “Default
Rate” means the rate (or, if more than one, the highest of the rates) of
interest per annum provided in the Note plus 5%, but in no event to exceed the
maximum rate allowed by law.


                    “Events
of Default” means the events and circumstances described as such in Section
2.01.


                    “Financial
Statements” means statements of the assets, liabilities (direct or contingent),
income, expenses and cash flow of Mortgagor and Guarantor, prepared in
accordance with generally accepted accounting principles in the United States
as in effect from time to time and consistently applied (“GAAP”).


                    “Guarantor”
means Acadia Strategic Opportunity Fund II, LLC, a Delaware limited liability
company (“ASOF II”).


                    “Guaranty”
means, individually and collectively, that certain Guaranty of Payment-Mortgage
Loan (Interest/Carrying Costs) made by ASOF II in favor of Mortgagee.


                    “Hazardous Materials” means any pollutant,
effluents, emissions, contaminants, toxic or hazardous wastes, materials or
substances, as any of those terms are defined from time to time in or for the
purposes of any relevant environmental law, rule, regulation, code, permit,
order, notice, demand letter or other binding determination (hereinafter,
“Environmental Laws”) including, without limitation, asbestos fibers and
friable asbestos, polychlorinated biphenyls and any petroleum or
hydrocarbon-based products or derivatives.


                    “Hedging
Agreement” means any ISDA Master Agreement or other documentation with respect
to an interest rate hedging transaction entered into by and between Mortgagor
and Counterparty, as may be amended, modified or supplemented from time to
time, including any and all “confirmations” under any thereof.


                    “Improvements”
means all structures or buildings, and replacements thereof, now or hereafter
located upon the Premises, including all plant equipment, apparatus, machinery
and fixtures of every kind and nature whatsoever forming part of said
structures or buildings.


                    “Insolvency
Event” means (1) the voluntary or collusive involuntary incurrence of any
secured or unsecured indebtedness in contravention of the Loan Documents, (2)
any voluntary or collusive involuntary filing of any bankruptcy, insolvency or
similar proceeding by or against Mortgagor or Guarantor or (3) the voluntary or
collusive involuntary creation of any pledge, lien or other encumbrance on the
Mortgaged Property in contravention of the Loan Documents.


2






                    “lease”
or “leases” means any lease or leases of all or any portion of the Premises,
whether affecting the fee or leasehold portion thereof.


                    “Loan”
means the loan made by Mortgagee to Mortgagor pursuant to the Note and secured
hereby.


                    “Loan
Documents” means this Mortgage, any other Mortgages held by Mortgagee which
encumber the Premises (collectively, the “Other Mortgages”), the Note, the
Guaranty, any Hedging Agreement and all other documents executed or delivered
by Mortgagor or Guarantor to Mortgagee in connection with the Loan or the Other
Mortgages, if any.


                    “Premises”
means the premises described in Schedule A, including all of the
easements, rights, privileges and appurtenances (including air or development
rights) thereunto belonging or in anywise appertaining, and all of the estate,
right, title, interest, claim or demand whatsoever of Mortgagor therein and in
the streets and ways adjacent thereto, either in law or in equity, in
possession or expectancy, now or hereafter acquired, and as used herein shall,
unless the context otherwise requires, be deemed to include the Improvements. 


                    “Premises
Documents” means all reciprocal easement or operating agreements, declarations,
development agreements, developer’s or utility agreements, and any similar such
agreements or declarations now or hereafter affecting the Premises or any part
thereof.


                    All
terms of this Mortgage which are not defined above shall have the meaning set
forth elsewhere in this Mortgage.


                    Except
as expressly indicated otherwise, when used in this Mortgage (i) “or” is not
exclusive, (ii) “hereunder”, “herein”, “hereof” and the like refer to this
Mortgage as a whole, (iii) “Article”, “Section” and “Schedule” refer to
Articles, Sections and Schedules of this Mortgage, (iv) terms defined in the
singular have a correlative meaning when used in the plural and vice versa, (v)
a reference to a law or statute includes any amendment or modification to, or
replacement of, such law or statute and (vi) a reference to an agreement,
instrument or document means such agreement, instrument or document as the same
may be amended, modified or supplemented from time to time in accordance with
its terms. The cover page and all Schedules hereto are incorporated herein and
made a part hereof. Any table of contents and the headings and captions herein
are for convenience only and shall not affect the interpretation or
construction hereof.


GRANTING CLAUSE


                    NOW,
THEREFORE, Mortgagor, in consideration of the premises and in order to secure
the payment of both the principal of, and the interest, Additional Interest and
any other sums payable under, the Note or this Mortgage and the performance and
observance of all the provisions hereof and of the Note, hereby gives, grants,
bargains, sells, warrants, aliens, remises, releases, conveys, assigns,
transfers, mortgages, 


3






hypothecates,
deposits, pledges, sets over and confirms unto Mortgagee, all its estate,
right, title and interest in, to and under any and all of the following
described property (hereinafter, the “Mortgaged Property”) whether now owned or
held or hereafter acquired:


	
 

	
 


	
 

	
          (i) the
 Premises;


	
 

	
 


	
 

	
          (ii) the
 Improvements;


	
 

	
 


	
 

	
          (iii) the
 Chattels;


	
 

	
 


	
 

	
          (iv) the
 Premises Documents;


	
 

	
 


	
 

	
          (v) all
 rents, royalties, issues, profits, revenue, income, recoveries,
 reimbursements and other benefits of the Mortgaged Property (hereinafter, the
 “Rents”) and all leases of the Mortgaged Property or portions thereof now or
 hereafter entered into and all right, title and interest of Mortgagor thereunder,
 including, without limitation, cash, letters of credit or securities
 deposited thereunder to secure performance by the lessees of their
 obligations thereunder, whether such cash, letters of credit or securities
 are to be held until the expiration of the terms of such leases or applied to
 one or more of the installments of rent coming due immediately prior to the
 expiration of such terms, and including any guaranties of such leases and any
 lease cancellation, surrender or termination fees in respect thereof, all
 subject, however, to the provisions of Section 3.01;


	
 

	
 


	
 

	
          (vi) all
 (a) development work product prepared in connection with the Premises,
 including, but not limited to, engineering, drainage, traffic, soil and other
 studies and tests; water, sewer, gas, electrical and telephone approvals,
 taps and connections; surveys, drawings, plans and specifications; and
 subdivision, zoning and platting materials; (b) building and other permits,
 rights, licenses and approvals relating to the Premises; (c) contracts and
 agreements (including, without limitation, contracts with architects and
 engineers, construction contracts and contracts for the maintenance,
 management or leasing of the Premises), contract rights, logos, trademarks,
 trade names, copyrights and other general intangibles used or useful in
 connection with the ownership, operation or occupancy of the Premises or any
 part thereof; (d) financing commitments (debt or equity) issued to Mortgagor
 in respect of the Premises and all amounts payable to Mortgagor thereunder;
 (e) contracts for the sale of all or any portion of the Premises, the
 Improvements or the Chattels, and all amounts payable by the purchasers
 thereunder; (f) operating and other bank accounts, and monies therein, of
 Mortgagor relating to the Premises, including, without limitation, any
 accounts relating to real estate taxes or assessments; (g) interest rate
 protection agreements entered into by Mortgagor in respect of the Loan,
 whether pursuant to the Note or otherwise; and (h) commercial tort claims
 related to the Premises, the Improvements or the Chattels;





4






	
 

	
 


	
 

	
          (vii) all
 rights of Mortgagor under promissory notes, letters of credit, electronic
 chattel paper, proceeds from accounts, payment intangibles, and general
 intangibles related to the Premises, as the terms “accounts”, “general
 intangibles”, and “payment intangibles” are defined in the applicable Uniform
 Commercial Code Article 9, as the same may be modified or amended from time
 to time;


	
 

	
 


	
 

	
          (viii) all
 other assets of Mortgagor related in any way to the Premises, subject to
 certain limitations that may be set forth herein; and


	
 

	
 


	
 

	
          (ix) all
 proceeds of the conversion, voluntary or involuntary, of any of the foregoing
 into cash or liquidated claims, including, without limitation, proceeds of
 insurance and condemnation awards, and all rights of Mortgagor to refunds of
 real estate taxes and assessments.


	
 

	
 


	
 

	
          TO HAVE AND
 TO HOLD unto Mortgagee, its successors and assigns forever.





15.


COVENANTS OF MORTGAGOR


                    Mortgagor
covenants and agrees as follows:


                              (a)
(i) Warranty of Title; Power and
Authority. Mortgagor warrants that it has a good and marketable title to an
indefeasible fee estate in the Premises subject to no lien, charge or
encumbrance except such as are listed as exceptions to title in the title
policy insuring the lien hereof; that it owns the Chattels, all leases and the
Rents in respect of the Mortgaged Property and all other personal property encumbered
hereby free and clear of liens and claims; and that this Mortgage is and will
remain a valid and enforceable lien on the Mortgaged Property subject only to
the exceptions referred to above. Mortgagor has full power and lawful authority
to mortgage the Mortgaged Property in the manner and form herein done or
intended hereafter to be done. Mortgagor will preserve, and will forever
warrant and defend the same to Mortgagee and will forever warrant and defend
the validity and priority of the lien hereof against the claims of all persons
and parties whomsoever.


          (ii)
Hazardous Materials. Mortgagor represents and warrants that (i) the
Premises and the improvements thereon, and, to the best of Mortgagor’s
knowledge, the surrounding areas, are not currently and have never been subject
to Hazardous Materials or their effects, (ii) neither it nor any portion of the
Premises or improvements thereon is in violation of, or subject to any
existing, pending or threatened investigation or proceeding by any governmental
authorities under, any Environmental Law, (iii) there are no claims,
litigation, administrative or other proceedings, whether actual or threatened,
or judgments or orders, concerning Hazardous Materials relating in any way to
the Premises or the improvements thereon and (iv) Mortgagor is not required by
any


5






Environmental
Law to obtain any permits or licenses to construct or use any improvements,
fixtures or equipment with respect to the Premises, or if any such permit or
license is required it has been obtained and is capable of being mortgaged and
assigned hereby. Mortgagor will comply with all applicable Environmental Laws
and will, at its sole cost and expense, promptly remove, or cause the removal
of, any and all Hazardous Materials or the effects thereof at any time
identified as being on, in, under or affecting the Premises.


          (iii)
Flood Hazard Area. Mortgagor represents that neither the Premises nor
any part thereof is located in an area identified by the Secretary of the
United States Department of Housing and Urban Development or by any applicable
federal agency as having special flood hazards or, if it is, Mortgagor has
obtained the insurance required by Section 1.09.


                              (b)
(i) Further Assurances. Mortgagor will, at its sole cost and expense,
do, execute, acknowledge and deliver all and every such further acts, deeds,
conveyances, mortgages, assignments, notices of assignment, transfers and
assurances as Mortgagee shall from time to time require, for the better
assuring, conveying, assigning, transferring and confirming unto Mortgagee the
property and rights hereby conveyed or assigned or intended now or hereafter so
to be, or which Mortgagor may be or may hereafter become bound to convey or
assign to Mortgagee, or for carrying out the intention or facilitating the
performance of the terms hereof, or for filing, registering or recording this
Mortgage and, on demand, will execute and deliver, and hereby irrevocably
authorizes Mortgagee to execute (including in Mortgagor’s name) and/or file, at
any time and from time to time, one or more financing statements (including
amendments), chattel mortgages or comparable security instruments, to evidence
or perfect more effectively Mortgagee’s security interest in and the lien
hereof upon the Chattels and other personal property encumbered hereby.


          (ii)
Information Reporting and Back-up Withholding. Mortgagor will, at its
sole cost and expense, do, execute, acknowledge and deliver all and every such
acts, information reports, returns and withholding of monies as shall be
necessary or appropriate to comply fully, or to cause full compliance, with all
applicable information reporting and back-up withholding requirements of the
Internal Revenue Code of 1986 (including all regulations now or hereafter
promulgated thereunder) in respect of the Premises and all transactions related
to the Premises, and will at all times provide Mortgagee with satisfactory
evidence of such compliance and notify Mortgagee of the information reported in
connection with such compliance.


                              (c)
(i) Filing and Recording of Documents. Mortgagor forthwith upon the
execution and delivery hereof, and thereafter from time to time, will cause
this Mortgage and any security instrument creating a lien or evidencing the
lien hereof upon the Chattels and each instrument of further assurance to be
filed, registered or recorded in such manner and in such places as may be
required by any present or future law in order to publish notice of and fully
to protect the lien hereof upon, and the interest of Mortgagee in, the
Mortgaged Property.


6






          (ii)
Filing and Recording Fees and Other Charges. Mortgagor will pay all
filing, registration or recording fees, and all expenses incident to the
execution and acknowledgment hereof, any mortgage supplemental hereto, any
security instrument with respect to the Chattels, and any instrument of further
assurance, and any expenses (including attorneys’ fees and disbursements)
incurred by Mortgagee in connection with the Loan, and will pay all federal,
state, county and municipal stamp taxes and other taxes, duties, imposts,
assessments and charges arising out of or in connection with the execution and
delivery of the Note, this Mortgage, any mortgage supplemental hereto, any
security instrument with respect to the Chattels or any instrument of further
assurance.


                              (d)
Payment and Performance of Loan Documents. Mortgagor will punctually pay
the principal and interest, Additional Interest, and all other sums to become
due in respect hereof and of the Note at the time and place and in the manner
specified therein, according to the true intent and meaning thereof, all in
currency of the United States of America which at the time of such payment
shall be legal tender for the payment of public and private debts. Mortgagor
will duly and timely comply with and perform all of the terms, provisions,
covenants and agreements contained in said documents and in all other documents
or instruments executed or delivered by Mortgagor to Mortgagee in connection
with the Loan, and will permit no failures of performance thereunder.


                              (e)
Type of Entity; Maintenance of Existence; Compliance with Laws.
Mortgagor represents that its correct legal name, jurisdiction of
formation/existence and chief executive office or, if applicable, sole place of
business (or, if an individual, its principal residence) are as set forth on
the cover page hereof. Mortgagor, if other than a natural person, further
represents that it has delivered to Mortgagee a current, original certificate
issued by the appropriate official of said jurisdiction evidencing such
formation and existence, and agrees that it will, so long as it is owner of all
or part of the Mortgaged Property, do all things necessary to preserve and keep
in full force and effect its existence, franchises, rights and privileges as a
business or stock corporation, partnership, limited liability company, trust or
other entity under the laws of such jurisdiction. Mortgagor, if other than a
natural person, will not (a) modify or amend such certificate or change its
legal name or jurisdiction of formation/existence without Mortgagee’s prior
consent, not to be unreasonably withheld or (b) change the location of its
chief executive office or, if applicable, sole place of business without first
giving Mortgagee at least thirty (30) days’ prior notice. Mortgagor, if an
individual, will not change its legal name or principal residence without first
giving Mortgagee at least thirty (30) days’ prior notice. Mortgagor will duly
and timely comply with all laws, regulations, rules, statutes, orders and
decrees of any governmental authority or court applicable to it or to the
Mortgaged Property or any part thereof.


                              (f)
After-Acquired Property. All right, title and interest of Mortgagor in
and to all extensions, improvements, betterments, renewals, substitutes and
replacements of, and all additions and appurtenances to, the Mortgaged
Property, hereafter acquired by, or released to, Mortgagor or constructed,
assembled or placed by Mortgagor on the Premises, and all conversions of the
security constituted thereby, 


7






immediately
upon such acquisition, release, construction, assembling, placement or
conversion, as the case may be, and in each such case, without any further mortgage,
conveyance, assignment or other act by Mortgagor, shall become subject to the
lien hereof as fully and completely, and with the same effect, as though now
owned by Mortgagor and specifically described in the Granting Clause hereof,
but at any and all times Mortgagor will execute and deliver to Mortgagee any
and all such further assurances, mortgages, conveyances or assignments thereof
as Mortgagee may reasonably require for the purpose of expressly and
specifically subjecting the same to the lien hereof.


                              (g)
(i) Payment of Taxes and Other Charges. Mortgagor, from time to time
when the same shall become due and payable, will pay and discharge all taxes of
every kind and nature (including real and personal property taxes and income,
franchise, withholding, profits and gross receipts taxes), payments in lieu of
taxes, all general and special assessments, levies, permits, inspection and
license fees, all water and sewer rents and charges, all charges for utilities,
and all other charges (public or private) whether of a like or different
nature, imposed upon or assessed against it or the Mortgaged Property or any
part thereof or upon the revenues, rents, issues, income and profits of the
Mortgaged Property or arising in respect of the occupancy, use or possession
thereof. Mortgagor will, upon Mortgagee’s request, deliver to Mortgagee
receipts evidencing the payment of all such taxes, assessments, levies, fees,
rents and other charges imposed upon or assessed against it or the Mortgaged Property
or any portion thereof.


                    From
and after the occurrence of an Event of Default, Mortgagee may, at its option,
to be exercised by thirty (30) days’ notice to Mortgagor, require the deposit
by Mortgagor, at the time of each payment of an installment of interest or
principal under the Note (but no less often than monthly), of an additional
amount sufficient to discharge the obligations under this clause (a) when they
become due. The determination of the amount so payable and of the fractional
part thereof to be deposited with Mortgagee, so that the aggregate of such
deposits shall be sufficient for this purpose, shall be made by Mortgagee in
its sole discretion. Such amounts shall be held by Mortgagee without interest
and applied to the payment of the obligations in respect of which such amounts
were deposited or, at Mortgagee’s option, to the payment of said obligations in
such order or priority as Mortgagee shall determine, on or before the
respective dates on which the same or any of them would become delinquent. If
one (1) month prior to the due date of any of the aforementioned obligations
the amounts then on deposit therefor shall be insufficient for the payment of
such obligation in full, Mortgagor within ten (10) days after demand shall
deposit the amount of the deficiency with Mortgagee. Nothing herein contained
shall be deemed to affect any right or remedy of Mortgagee under any provisions
hereof or of any statute or rule of law to pay any such amount and to add the
amount so paid, together with interest at the Default Rate, to the indebtedness
hereby secured.


          (ii)
Payment of Mechanics and Materialmen. Mortgagor will pay, from time to
time when the same shall become due, all lawful claims and demands of
mechanics, materialmen, laborers, and others which, if unpaid, might result in,
or permit the creation 


8






of, a lien on
the Mortgaged Property or any part thereof, and in general will do or cause to
be done everything necessary so that the lien hereof shall be fully preserved,
at the cost of Mortgagor and without expense to Mortgagee.


          (iii)
Good Faith Contests. Nothing in this Section 1.07 shall require the
payment or discharge of any obligation imposed upon Mortgagor by this Section
so long as Mortgagor shall in good faith and at its own expense contest the
same or the validity thereof by appropriate legal proceedings which shall
operate to prevent the collection thereof or other realization thereon and the
sale or forfeiture of the Mortgaged Property or any part thereof to satisfy the
same; provided, however, that (i) during such contest Mortgagor
shall, at Mortgagee’s option, provide security satisfactory to Mortgagee,
assuring the discharge of Mortgagor’s obligation hereunder and of any
additional charge, penalty or expense arising from or incurred as a result of
such contest and (ii) if at any time payment of any obligation imposed upon
Mortgagor by clause (a) above shall become necessary to prevent the delivery of
a tax deed or other instrument conveying the Mortgaged Property or any portion
thereof because of non-payment, then Mortgagor shall pay the same in sufficient
time to prevent the delivery of such tax deed or other instrument.


                              (h)
Taxes on Mortgagee. Mortgagor will pay any taxes (except income,
franchise or similar taxes) imposed on Mortgagee by reason of its ownership of
the Note or this Mortgage.


                              (i)
Insurance. 


	
 

	
 


	
 

	
     Mortgagor
 will at all times provide, maintain and keep in force: 


	
 

	
 


	
 

	
          policies
 of insurance insuring the Premises, Improvements and Chattels against loss or
 damage by fire and lightning; against loss or damage by other risks embraced
 by coverage of the type now known as All Risk Replacement Cost Insurance with
 agreed amount endorsement, including but not limited to riot and civil
 commotion, vandalism, malicious mischief, terrorism and theft; and against
 such other risks or hazards as Mortgagee from time to time reasonably may
 designate in an amount sufficient to prevent Mortgagee or Mortgagor from
 becoming a co-insurer under the terms of the applicable policies, but in any
 event in an amount not less than 100% of the then full replacement cost of
 the Improvements (exclusive of the cost of excavations, foundations and
 footings below the lowest basement floor) without deduction for physical
 depreciation; 


	
 

	
 


	
 

	
          policies
 of insurance insuring the Premises against the loss of “rental value” of the
 buildings which constitute a part of the Improvements on a “rented or vacant
 basis” arising out of the perils insured against pursuant to clause (i) above
 in an amount equal to not less than one (1) year’s gross “rental value” of
 the Improvements. “Rental value” as used herein is defined as the sum of (A)
 the total anticipated gross rental income from tenant occupancy of such
 buildings as furnished and equipped, (B) the amount of all charges which are
 the legal 





9






obligation of
tenants and which would otherwise be the obligation of Mortgagor and (C) the
fair rental value of any portion of such buildings which is occupied by
Mortgagor. Mortgagor hereby assigns the proceeds of such insurance to
Mortgagee, to be applied by Mortgagee in payment of the interest and principal
on the Note, insurance premiums, taxes, assessments and private impositions
until such time as the Improvements shall have been restored and placed in full
operation, at which time, provided Mortgagor is not then in default hereunder,
the balance of such insurance proceeds, if any, held by Mortgagee shall be paid
over to Mortgagor;


	
 

	
 


	
 

	
          if
 all or part of the Premises are located in an area identified by the
 Secretary of the United States Department of Housing and Urban Development or
 by any applicable federal agency as a flood hazard area, flood insurance in
 an amount at least equal to the maximum limit of coverage available under the
 National Flood Insurance Act of 1968, provided, however, that
 Mortgagee reserves the right to require flood insurance in excess of said
 limit if such insurance is commercially available up to the amount provided
 in clause (i) above;


	
 

	
 


	
 

	
          during
 any period of restoration under this Section 1.09 or Section 1.13, a policy
 or policies of builder’s “all risk” insurance, written on a Standard
 Builder’s Risk Completed Value Form (100% non-reporting), in an amount not
 less than the full insurable value of the Premises against such risks
 (including, without limitation, fire and extended coverage, collapse and
 earthquake coverage to agreed limits) as Mortgagee may reasonably request, in
 form and substance acceptable to Mortgagee;


	
 

	
 


	
 

	
          a
 policy or policies of workers’ compensation insurance as required by workers’
 compensation insurance laws (including employer’s liability insurance, if
 requested by Mortgagee) covering all employees of Mortgagor; 


	
 

	
 


	
 

	
          comprehensive
 liability insurance on an “occurrence” basis against claims for “personal
 injury” liability, including, without limitation, bodily injury, death or
 property damage liability, with a limit of not less than $15,000,000 in the
 event of “personal injury” to any number of persons or of damage to property
 arising out of one “occurrence”. Such policies shall name Mortgagee as
 additional insured by an endorsement, and shall contain cross-liability and
 severability of interest clauses, all satisfactory to Mortgagee; and 


	
 

	
 


	
 

	
          such
 other insurance (including, but not limited to, earthquake insurance), and in
 such amounts, as may from time to time be reasonably required by Mortgagee
 against the same or other insurable hazards.





               All
policies of insurance required under this Section 1.09 shall be issued by
companies having Best’s ratings and being otherwise acceptable to Mortgagee,
shall be subject to the reasonable approval of Mortgagee as to amount, content,
form and expiration date and, except for the liability policies described in
clauses (a)(v) and (vi) 


10






above, shall
contain a Non-Contributory Standard Mortgagee Clause and Mortgagee’s Loss
Payable Endorsement, or their equivalents, in favor of Mortgagee, and shall
provide that the proceeds thereof shall be payable to Mortgagee. Mortgagee
shall be furnished with the original of each policy required hereunder, which
policies shall provide that they shall not lapse, nor be modified or cancelled,
without thirty (30) days’ written notice to Mortgagee. At least thirty (30)
days prior to expiration of any policy required hereunder, Mortgagor shall
furnish Mortgagee appropriate proof of issuance of a policy continuing in force
the insurance covered by the policy so expiring. Mortgagor shall furnish to
Mortgagee, promptly upon request, receipts or other satisfactory evidence of
the payment of the premiums on such insurance policies. In the event that
Mortgagor does not deposit with Mortgagee a new certificate or policy of
insurance with evidence of payment of premiums thereon at least thirty (30)
days prior to the expiration of any expiring policy, then Mortgagee may, but
shall not be obligated to, procure such insurance and pay the premiums
therefor, and Mortgagor agrees to repay to Mortgagee the premiums thereon
promptly on demand, together with interest thereon at the Default Rate. 


               Mortgagor
hereby assigns to Mortgagee all proceeds of any insurance required to be
maintained by this Section 1.09 which Mortgagor may be entitled to receive for
loss or damage to the Premises, Improvements or Chattels. All such insurance
proceeds shall be payable to Mortgagee, and Mortgagor hereby authorizes and
directs any affected insurance company to make payment thereof directly to
Mortgagee. Mortgagor shall give prompt notice to Mortgagee of any casualty,
whether or not of a kind required to be insured against under the policies to
be provided by Mortgagor hereunder, such notice to generally describe the nature
and cause of such casualty and the extent of the damage or destruction.
Mortgagor may settle, adjust or compromise any claims for loss, damage or
destruction, regardless of whether or not there are insurance proceeds
available or whether any such insurance proceeds are sufficient in amount to
fully compensate for such loss or damage, subject to Mortgagee’s prior consent.
Notwithstanding the foregoing, Mortgagee shall have the right to join Mortgagor
in settling, adjusting or compromising any loss of $250,000 or more. Mortgagor
hereby authorizes the application or release by Mortgagee of any insurance
proceeds under any policy of insurance, subject to the other provisions hereof.
The application or release by Mortgagee of any insurance proceeds shall not cure
or waive any default or notice of default hereunder or invalidate any act done
pursuant to such notice. 


               In
the event of the foreclosure hereof or other transfer of the title to the
Mortgaged Property in extinguishment, in whole or in part, of the indebtedness
secured hereby, all right, title and interest of Mortgagor in and to any
insurance policy, or premiums or payments in satisfaction of claims or any
other rights thereunder then in force, shall pass to the purchaser or grantee
notwithstanding the amount of any bid at such foreclosure sale. Nothing
contained herein shall prevent the accrual of interest as provided in the Note
on any portion of the principal balance due under the Note until such time as
insurance proceeds are actually received and applied to reduce the principal
balance outstanding.


               Mortgagor
shall not take out separate insurance concurrent in form or contributing in the
event of loss with that required to be maintained under this Section 


11






1.09 unless
Mortgagee is included thereon as a named insured with loss payable to Mortgagee
under standard mortgage endorsements of the character and to the extent above
described. Mortgagor shall promptly notify Mortgagee whenever any such separate
insurance is taken out and shall promptly deliver to Mortgagee the policy or
policies of such insurance.


               Any
and all monies received as payment which Mortgagor may be entitled to receive
for loss or damage to the Premises, Improvements or Chattels under any insurance
maintained pursuant to this Section 1.09 (other than proceeds under the
policies required by clause (a)(ii) above) shall be paid over to Mortgagee and,
at Mortgagee’s option, either applied to the prepayment of the Note and all
interest, Additional Interest and other sums accrued and unpaid in respect
thereof or disbursed from time to time to Mortgagor in reimbursement of its
costs and expenses incurred in the restoration of the Improvements in
accordance with Mortgagee’s standard construction lending practices, terms and
conditions, in either case, less Mortgagee’s reasonable expenses for collecting
and, if applicable, disbursing the insurance proceeds, or otherwise incurred in
connection therewith.


                              (j)
Protective Advances by Mortgagee. If Mortgagor shall fail to perform any
of the covenants contained herein, Mortgagee may make advances to perform the
same on its behalf and all sums so advanced shall be a lien upon the Mortgaged
Property and shall be secured hereby. Mortgagor will repay on demand all sums
so advanced on its behalf together with interest thereon at the Default Rate.
The provisions of this Section shall not prevent any default in the observance
of any covenant contained herein from constituting an Event of Default.


                              (k)
(i) Visitation and Inspection. Mortgagor will keep adequate records and
books of account in accordance with generally accepted accounting principles,
consistently applied (“GAAP”) and will permit Mortgagee, by its agents,
accountants and attorneys, to visit and inspect the Mortgaged Property and
examine its records and books of account and make copies thereof or extracts
therefrom, and to discuss its affairs, finances and accounts with the officers
or general partners, as the case may be, of Mortgagor, at such reasonable times
as may be requested by Mortgagee.


          (ii)
Financial and Other Information. Mortgagor shall furnish directly to
Mortgagee: 


	
 

	
 


	
 

	
            Annual
 Financial Statements; Tax Returns. As soon as available and in any event
 within one hundred twenty (120) days after the end of the fiscal year of
 Mortgagor, Financial Statements of Mortgagor and Guarantor, as of the end of
 and for such fiscal year, certified by the principal financial or accounting
 officer of Mortgagor, in reasonable detail, stating in comparative form the
 respective figures for the preceding fiscal year and compiled by a firm of
 certified public accountants reasonably satisfactory to Administrative Agent;
 and complete copies of Mortgagor’s and Guarantor’s federal and state income
 tax returns, within thirty (30) days of filing;





12






                    Semi-Annual
Financial Statements. As soon as available and in any event within sixty
(60) days after the end of each semi-annual period ending June 30 of each
year, Financial Statements of Mortgagor and Guarantor, as of the end of and for
such calendar quarter, certified by the principal financial or accounting
officer of Mortgagor or Guarantor, as the case may be, in reasonable detail and
stating in comparative form the respective figures for the corresponding date
and period in the preceding fiscal year;


                    Compliance
Certificate. At the time of the delivery of the Financial Statements
required by paragraphs (i) and (ii) above, a certificate of the principal
financial or accounting officer of Mortgagor or Guarantor, as the case may be,
dated within five (5) days of the delivery of such statements to Administrative
Agent, stating (a) that such officer knows of no Default or Event of Default
which has occurred and is continuing, or, if any such Default or Event of
Default has occurred and is continuing, specifying the nature and period of
existence thereof and what action Mortgagor has taken or proposes to take with
respect thereto and (b) with respect to Guarantor, that Guarantor is in
compliance with the financial covenant(s) set forth in paragraph 13 of the
Guaranty;


                    Notice
of Litigation. Promptly
after the commencement and knowledge thereof, notice of all actions, suits, and
proceedings before any court or arbitrator or any Governmental Authority,
affecting (i) Mortgagor which, if determined adversely to Mortgagor are likely
to result in a Material Adverse Change or (ii) all or any portion of the
Mortgaged Property under this Mortgage. For purposes of this Section 1.11(b)(i), a “Material Adverse Change”
shall mean either (1) a material adverse change in the status of the business,
results of operations, financial condition, property or prospects of Mortgagor
or (2) any event or occurrence of whatever nature which is likely to (x) have a
material adverse effect on the ability of Mortgagor to perform its obligations
under the Loan Documents or (y) create, in the sole and absolute judgment
(reasonably exercised) of Mortgagee, a material risk of sale or forfeiture of
any Mortgaged Property (other than an immaterial portion thereof) under this
Mortgage or otherwise materially impair any of the Mortgaged Property under
this Mortgage or Mortgagee’s rights therein;


                    Notices
of Defaults and Events of Default. As soon as possible and in any event
within ten (10) days after Mortgagor becomes aware of the occurrence of a
Default or any Event of Default, a written notice setting forth the details of
such Default or Event of Default and the action which is proposed to be taken
with respect thereto; 


                    Material
Adverse Change. As soon as is practicable and in any event within five (5)
days after knowledge of the occurrence of any event or circumstance which is
likely to result in or has resulted in a Material Adverse Change, written
notice thereof; 


13







                    Offices.
Thirty (30) days’ prior written notice of any change in the chief executive
office or principal place of business of Mortgagor;  


                    Environmental
and Other Notices. As soon as possible and in any event within ten (10)
days after receipt, copies of (i) all Environmental Notices received by
Mortgagor which are not received in the ordinary course of business and which
relate to the Premises or a situation which is likely to result in a Material
Adverse Change and (ii) all reports of any official searches made by any
Governmental Authority having jurisdiction over the Premises or the
Improvements thereon, and of any claims of violations thereof;


                    Insurance
Coverage. Promptly, such information concerning Mortgagor’s insurance
coverage as Mortgagee may reasonably request; 


                    Bankruptcy
of Tenants. Promptly after becoming aware of the same, written notice of
the bankruptcy, insolvency or cessation of operations of any tenant in the
Improvements on the Premises to which 5% or more of the aggregate minimum rent
from such Improvements is attributable;


                    Leasing
Reports and Property Information. (i) Upon request by Mortgagee, but no
more often than quarterly, an updated rent roll, leasing report, and operating
and cash statements for the Premises and (ii) as soon as available and in any
event within ninety (90) days after the end of each Fiscal Year, tenant sales
report for the Premises, to the extent Mortgagor is entitled to receive same
pursuant to the terms of the respective leases; and


                    General
Information. Promptly, such other information respecting the condition or
operations, financial or otherwise, of Mortgagor, Guarantor or the Premises and
Improvements as Mortgagee may from time to time reasonably request.


All financial
statements of Mortgagor or Guarantor shall be prepared in accordance with
generally accepted accounting principles and, in the case of Mortgagor, shall
be accompanied by the certificate of a principal financial or accounting
officer or general partner, as the case may be, of Mortgagor, dated within five
(5) days of the delivery of such statements to Mortgagee, stating that he or
she knows of no Event of Default, nor of any event which after notice or lapse
of time or both would constitute an Event of Default, which has occurred and is
continuing, or, if any such event or Event of Default has occurred and is
continuing, specifying the nature and period of existence thereof and what
action Mortgagor has taken or proposes to take with respect thereto, and,
except as otherwise specified, stating that Mortgagor has fulfilled all of its
obligations hereunder and otherwise in respect of the Loan which are required
to be fulfilled on or prior to the date of such certificate.


          (iii)
Estoppel Certificates. Mortgagor, within ten (10) days upon written
request by Mortgagee, will furnish a statement, duly acknowledged, of the
amount due


14






whether for
principal or interest on the Loan and whether any offsets, counterclaims or
defenses exist against the indebtedness secured hereby. 


                    (l)
Maintenance of Premises and Improvements. Mortgagor will not commit any
waste on the Premises or make any change in the use of the Premises which will
in any way increase any ordinary fire or other hazard arising out of
construction or operation. Mortgagor will, at all times, maintain the
Improvements and Chattels in good operating order and condition and will
promptly make, from time to time, all repairs, renewals, replacements,
additions and improvements in connection therewith which are needful or
desirable to such end. The Improvements shall not be demolished or
substantially altered, nor shall any Chattels be removed without Mortgagee’s
prior consent except where appropriate replacements free of superior title,
liens and claims are immediately made of value at least equal to the value of
the removed Chattels. Notwithstanding anything to the contrary contained
herein, Mortgagee shall be permitted to demolish the Improvements existing on
the date hereof so long as Mortgagor has provided to Mortgagee such insurance
as is reasonably requested by Mortgagee in connection with such demolition. 


                    (m)
Condemnation. Mortgagor, immediately upon obtaining knowledge of the
institution or pending institution of any proceedings for the condemnation of
the Premises or any portion thereof, will notify Mortgagee thereof. Mortgagee
may participate in any such proceedings and may be represented therein by
counsel of its selection. Mortgagor from time to time will deliver to Mortgagee
all instruments requested by it to permit or facilitate such participation. In
the event of such condemnation proceedings, the award or compensation payable
is hereby assigned to and shall be paid to Mortgagee. Mortgagee shall be under
no obligation to question the amount of any such award or compensation and may
accept the same in the amount in which the same shall be paid. The proceeds of
any award or compensation so received shall, at Mortgagee’s option, either be
applied to the prepayment of the Note and all interest, Additional Interest and
other sums accrued and unpaid in respect thereof at the rate of interest
provided therein regardless of the rate of interest payable on the award by the
condemning authority, or be disbursed to Mortgagor from time to time for
restoration of the Improvements in accordance with Mortgagee’s standard
construction lending practices, terms and conditions, in either case, less
Mortgagee’s reasonable expenses for collecting and, if applicable, disbursing
the award, or otherwise incurred in connection therewith. 


                    (n)
Leases. 


          Mortgagor
will not (i) execute an assignment of the rents or any part thereof from the
Premises without Mortgagee’s prior consent, (ii) [intentionally omitted], (iii)
modify or terminate any lease except for valid business purposes, (iv) accept
prepayments of any installments of rents to become due under such leases,
except prepayments in the nature of security for the performance of the lessees
thereunder, (v) modify, release or terminate any guaranties of any such lease
except for valid business purposes or (vi) in any other manner impair the value
of the Mortgaged Property or the security hereof. 


15






          Mortgagor
will not execute any lease of all or a substantial portion of the Premises
except for actual occupancy by the lessee thereunder, and will at all times
promptly and faithfully perform, or cause to be performed, all of the
covenants, conditions and agreements contained in all leases of the Premises or
portions thereof now or hereafter existing, on the part of the lessor
thereunder to be kept and performed and will at all times do all things
necessary to compel performance by the lessee under each lease of all
obligations, covenants and agreements by such lessee to be performed
thereunder. If any of such leases provide for the giving by the lessee of
certificates with respect to the status of such leases, Mortgagor shall
exercise its right to request such certificates within five (5) days of any
demand therefor by Mortgagee and shall deliver copies thereof to Mortgagee
promptly upon receipt. 


          Each
lease of the Premises, or of any part thereof, shall provide that, in the event
of the enforcement by Mortgagee of the remedies provided for hereby or by law,
the lessee thereunder will, upon request of any person succeeding to the
interest of Mortgagor as a result of such enforcement, automatically become the
lessee of said successor in interest, without change in the terms or other
provisions of such lease, provided, however, that said successor
in interest shall not be bound by (i) any payment of rent or additional rent
for more than one (1) month in advance, except prepayments in the nature of
security for the performance by said lessee of its obligations under said lease
or (ii) any amendment or modification of the lease made without the consent of
Mortgagee or such successor in interest. Each lease shall also provide that,
(x) the lease is subordinate to this Mortgage (but shall also provide that
Mortgagee, at its option, may subordinate this Mortgage to such lease) and (y)
upon request by said successor in interest, such lessee shall execute and
deliver an instrument or instruments confirming such attornment. 


          To
the extent that any part of the Premises is located in the State of New York,
reference is hereby made to Section 291-f of the Real Property Law of the State
of New York for the purpose of obtaining for Mortgagee the benefits of said
Section in connection herewith. 


          From
and after the occurrence of an Event of Default, Mortgagor shall, promptly upon
Mortgagee’s request, deposit all tenant security deposits in respect of the
Premises into an account with Mortgagee or as designated by Mortgagee, which
deposits shall be held and disbursed to tenants as required under the terms of
their respective leases. 


                    (o)
Premises Documents. Mortgagor shall (a) do all things necessary to cause
the due compliance and faithful performance by the other parties to the
Premises Documents with and of all obligations and agreements by such other
parties to be complied with and performed thereunder and (b) deliver promptly
to Mortgagee copies of any notices which it gives or receives under any of the
Premises Documents. 


                    (p)
Utilities. Mortgagor will not, without the prior consent of Mortgagee,
sell or contract to sell, or enter into an option to sell, or exchange, assign,
convey, transfer possession of (including, without limitation, by lease) or
otherwise 


16






dispose of all
or any part of the utilities, utility commitments or other agreements or rights
of any nature relating to the utilities, drainage ditches and/or treatment
plants associated with the Mortgaged Property. Mortgagor further covenants and
agrees that it will take any such action and execute, acknowledge, deliver and
record and/or file any and all instruments as may be necessary, desirable or
proper to keep any existing or future utility commitments covering the
Mortgaged Property in a current and valid condition and to keep the existing
utility capacity for the Mortgaged Property at or above the level required for
the contemplated uses thereof. As used herein, the term “utilities” includes,
without limitation, water, gas, electricity and storm and sanitary sewer. 


                    (q)
Trust Fund; Lien Laws. Mortgagor will receive the advances secured hereby
and will hold the right to receive such advances as a trust fund to be applied
first for the purpose of paying the costs of improvements on the Premises and
will apply the same first to the payment of such costs before using any part of
the total of the same for any other purpose and, in the event all or any part
of the Premises is located in the State of New York, will comply with Section
13 of the New York Lien Law. Mortgagor will indemnify and hold Mortgagee
harmless against any loss or liability, cost or expense, including, without
limitation, any judgments, attorney’s fees, costs of appeal bonds and printing
costs, arising out of or relating to any proceeding instituted by any claimant
alleging a violation by Mortgagor of any applicable lien law including, without
limitation, any section of Article 3-A of the New York Lien Law. 


                    (r)
Intentionally Omitted. 


                    (s)
Intentionally Omitted. 


                    (t)
Guarantor Financial Covenants. Guarantor shall comply with the covenants
set forth in the Guaranty. 


                    (u)
Federal Law. The proceeds of the Loan are not being and will not be
used, directly or indirectly, for the purpose of “purchasing” or “carrying” any
“margin stock” in contravention of Regulation U or X promulgated by the Board
of Governors of the Federal Reserve System. Mortgagor is incurring the Loan for
business purposes only, and not for personal, family or household purposes.
Neither the Premises nor any part thereof constitutes or is intended to
constitute the personal residence of Mortgagor or any Guarantor at any time
while the portion of the Premises so used is encumbered by this Mortgage.
Mortgagor is a United States person, and is not a foreign person, as defined in
the Foreign Investment in Real Property Tax Act. 


16.


EVENTS OF DEFAULT AND REMEDIES


                    (a)
Events of Default and Certain Remedies. If one or more of the following
Events of Default shall happen, that is to say: 


17






	
 

	
 


	
 

	
          if
 (i) default shall be made in the payment of any principal, interest,
 Additional Interest, fees or other sums under the Note, in any such case,
 when and as the same shall become due and payable, whether at maturity or by
 acceleration or as part of any payment or prepayment or otherwise, in each
 case, as herein or in the Note provided, and such default shall have
 continued for a period of ten (10) days or (ii) default shall be made in the
 payment of any tax or other charge required by Section 1.07 to be paid and
 said default shall have continued for a period of thirty (30) days; or 


	
 

	
 


	
 

	
          if
 default shall be made in the due observance or performance of any covenant,
 condition or agreement in the Note, this Mortgage, any guaranty executed by
 Guarantor or in any other document executed or delivered to Mortgagee in
 connection with the Loan (other than any such covenant, condition or
 agreement specifically provided for elsewhere in this Section 2.01), and such
 default shall have continued for a period of thirty (30) days after notice
 thereof shall have been given to Mortgagor by Mortgagee, provided, however,
 if such default is not susceptible of being cured within such thirty (30) day
 period and Mortgagor has commenced such cure within such thirty (30) day
 period is diligently pursuing such cure to Mortgagee’s satisfaction, such
 thirty (30) day cure period shall be extended, but in no event shall such
 cure period exceed sixty (60) days, or, in the case of such other documents,
 such shorter grace period, if any, as may be provided for therein; or 


	
 

	
 


	
 

	
          if
 any material representation or warranty made by Mortgagor in Section 1.01
 shall be incorrect, or if any other material representation or warranty made
 to Mortgagee in this Mortgage, any guaranty executed by Guarantor, or in any
 other document, certificate or statement executed or delivered to Mortgagee
 in connection with the Loan shall be incorrect in any material respect when
 made or remade; or 


	
 

	
 


	
 

	
          if
 by order of a court of competent jurisdiction, a trustee, receiver or
 liquidator of the Mortgaged Property or any part thereof, or of Mortgagor
 shall be appointed and such order shall not be discharged or dismissed within
 ninety (90) days after such appointment; or 


	
 

	
 


	
 

	
          if
 Mortgagor shall file a petition in bankruptcy or for an arrangement or for
 reorganization pursuant to the Federal Bankruptcy Act or any similar federal
 or state law, or if, by decree of a court of competent jurisdiction,
 Mortgagor shall be adjudicated a bankrupt, or be declared insolvent, or shall
 make an assignment for the benefit of creditors, or shall admit in writing
 its inability to pay its debts generally as they become due, or shall consent
 to the appointment of a receiver or receivers of all or any part of its
 property; or 


	
 

	
 


	
 

	
          if
 any of the creditors of Mortgagor shall file a petition in bankruptcy against
 Mortgagor or for reorganization of Mortgagor pursuant to the Federal
 Bankruptcy Act or any similar federal or state law, and if such petition
 shall not 





18






	
 

	
 


	
 

	
be
 discharged or dismissed within ninety (90) days after the date on which such
 petition was filed; or 


	
 

	
 


	
 

	
          if
 final judgment for the payment of money shall be rendered against Mortgagor
 in excess of Five Hundred Thousand Dollars ($500,000) and Mortgagor shall not
 discharge the same or cause it to be discharged within sixty (60) days from
 the entry thereof, or shall not appeal therefrom or from the order, decree or
 process upon which or pursuant to which said judgment was granted, based or entered,
 and secure a stay of execution or bond over such judgment by a commercially
 acceptable bonding company pending such appeal; or 


	
 

	
 


	
 

	
          if
 any of the events enumerated in clauses (d) through (g) of this Section 2.01
 shall happen to Guarantor or any of its property; or 


	
 

	
 


	
 

	
          if
 it shall be illegal for Mortgagor to pay any tax referred to in Section 1.08
 or if the payment of such tax by Mortgagor would result in the violation of
 applicable usury laws; or 


	
 

	
 


	
 

	
          if
 there shall occur a default which is not cured within the applicable grace
 period, if any, under any mortgage, deed of trust or other security
 instrument covering all or part of the Mortgaged Property regardless of
 whether any such mortgage, deed of trust or other security instrument is
 prior or subordinate hereto; it being further agreed by Mortgagor that an
 Event of Default hereunder shall constitute an Event of Default under any
 such mortgage, deed of trust or other security instrument held by Mortgagee;
 or 


	
 

	
 


	
 

	
          if
 there shall occur a default which is not cured within the applicable grace
 period, if any, or, if Mortgagor shall be entitled pursuant to the relevant
 Premises Documents to contest such default, if such default is contested
 pursuant to the applicable Premises Documents and such contest is resolved
 adversely to Mortgagor, under any of the Premises Documents; or if any of the
 Premises Documents is amended, modified, supplemented or terminated without
 Mortgagee’s prior consent; or 


	
 

	
 


	
 

	
          if
 Mortgagor shall transfer, or agree to transfer (or suffer or permit the
 transfer or agreement to transfer), in any manner, either voluntarily or
 involuntarily, by operation of law or otherwise, all or any portion of the
 Mortgaged Property, or any interest or rights therein (including air or
 development rights) without, in any such case, Mortgagee’s prior consent. As
 used in this clause, “transfer” shall include, without limitation, any sale,
 assignment, lease or conveyance except leases for occupancy subordinate
 hereto and to all advances made and to be made hereunder or, in the event
 Mortgagor or Guarantor (or a general partner, member or co-venturer of either
 of them) is a partnership, joint venture, limited liability company, trust or
 closely-held corporation, the sale, conveyance, transfer or other disposition
 of more than 10%, in the aggregate, of any class of the issued and
 outstanding capital stock of such closely-held corporation or of the
 beneficial interest of such partnership, venture, 





19






	
 

	
 


	
 

	
limited
 liability company or trust, or a change of any general partner, joint
 venturer, member or beneficiary, as the case may be, or, in the event
 Mortgagor or Guarantor (or a general partner, co-venturer, member or
 beneficiary, as the case may be, of either of them) is a publicly-held
 corporation, the sale, conveyance, transfer or other disposition of more than
 10%, in the aggregate, of the stock-holdings of any of the five (5)
 individuals or entities that own the greatest number of shares of each class
 of issued and outstanding stock, or effectuates or permits a reduction in the
 aggregate direct and indirect ownership interests of Guarantor in Mortgagor
 below that currently held by Guarantor, or effectuates or causes Guarantor to
 fail to control the managing member of Mortgagor, or effectuates or permits a
 transfer of the controlling interest in Mortgagor, other than to an entity
 owned and controlled by Guarantor. In the event Mortgagor or Guarantor is a
 limited partnership, and so long as a limited partner has contributed to (or
 remains personally liable for) the present and future partnership capital
 contributions required of such limited partner by the partnership agreement,
 such partner may sell, convey, devise, transfer or dispose of all or a part
 of his limited partnership interest to his spouse, children, grandchildren or
 a family trust in which his spouse, children or grandchildren are sole
 beneficiaries; or 


	
 

	
 


	
 

	
          if
 Mortgagor shall encumber, or agree to encumber, in any manner, either voluntarily
 or involuntarily, by operation of law or otherwise, all or any portion of the
 Mortgaged Property, or any interest or rights therein (including air or
 development rights) without, in any such case, Mortgagee’s prior consent. As
 used in this clause, “encumber” shall include, without limitation, the
 placing or permitting the placing of any mortgage, deed of trust, assignment
 of rents or other security device. (Mortgagee may grant or deny its consent
 under this clause and the immediately preceding clause in its sole discretion
 and, if consent should be given, any such transfer or encumbrance shall be
 subject hereto and to any other documents which evidence or secure the Loan,
 and, if a transfer, any such transferee shall assume all of Mortgagor’s obligations
 hereunder and thereunder and agree to be bound by all provisions and perform
 all obligations contained herein and therein; consent to one such transfer or
 encumbrance shall not be deemed to be a waiver of the right to require
 consent to future or successive transfers or encumbrances); or 


	
 

	
 


	
 

	
          if
 there shall occur a default under the Hedging Agreement that is not cured
 within the applicable grace or cure period, if any, thereunder;


	
 

	
 


	
then and in
 every such case:


	
 

	
 


	
 

	
          I.
 Mortgagee, by notice to Mortgagor, may declare the entire principal of the
 Note then outstanding (if not then due and payable), and all accrued and
 unpaid interest, Additional Interest, and other sums in respect thereof, to
 be due and payable immediately, and upon any such declaration the principal
 of the Note and said accrued and unpaid interest, Additional Interest, and
 other sums shall become and be immediately due and payable, anything herein
 or in the Note to the contrary notwithstanding. 





20






	
 

	
 


	
 

	
          II.
 Mortgagee personally, or by its agents or attorneys, may enter into and upon
 all or any part of the Premises, and each and every part thereof, and is
 hereby given a right and license and appointed Mortgagor’s attorney-in-fact
 and exclusive agent to do so, and may exclude Mortgagor, its agents and
 servants wholly therefrom; and having and holding the same, may use, operate,
 manage and control the Premises and conduct the business thereof, either
 personally or by its superintendents, managers, agents, servants, attorneys
 or receivers; and upon every such entry, Mortgagee, at the expense of the
 Mortgaged Property, from time to time, either by purchase, repairs or
 construction, may maintain and restore the Mortgaged Property, whereof it
 shall become possessed as aforesaid; and likewise, from time to time, at the
 expense of the Mortgaged Property, Mortgagee may make all necessary or proper
 repairs, renewals and replacements and such useful alterations, additions,
 betterments and improvements thereto and thereon as to it may deem advisable;
 and in every such case Mortgagee shall have the right to manage and operate
 the Mortgaged Property and to carry on the business thereof and exercise all
 rights and powers of Mortgagor with respect thereto either in the name of Mortgagor
 or otherwise as it shall deem best; and Mortgagee shall be entitled to
 collect and receive the Rents and every part thereof, all of which shall for
 all purposes constitute property of Mortgagor; and in furtherance of such
 right Mortgagee may collect the rents payable under all leases of the
 Premises directly from the lessees thereunder upon notice to each such lessee
 that an Event of Default exists hereunder accompanied by a demand on such
 lessee for the payment to Mortgagee of all rents due and to become due under
 its lease, and Mortgagor FOR THE BENEFIT OF MORTGAGEE AND EACH SUCH LESSEE
 hereby covenants and agrees that the lessee shall be under no duty to
 question the accuracy of Mortgagee’s statement of default and shall
 unequivocally be authorized to pay said rents to Mortgagee without regard to
 the truth of Mortgagee’s statement of default and notwithstanding notices
 from Mortgagor disputing the existence of an Event of Default such that the
 payment of rent by the lessee to Mortgagee pursuant to such a demand shall
 constitute performance in full of the lessee’s obligation under the lease for
 the payment of rents by the lessee to Mortgagor; and after deducting the
 expenses of conducting the business thereof and of all maintenance, repairs,
 renewals, replacements, alterations, additions, betterments and improvements
 and amounts necessary to pay for taxes, assessments, insurance and prior or
 other proper charges upon the Mortgaged Property or any part thereof, as well
 as just and reasonable compensation for the services of Mortgagee and for all
 attorneys, counsel, agents, clerks, servants and other employees by it
 engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first,
 to the payment of the principal of the Note and the interest and Additional
 Interest thereon, when and as the same shall become payable and in such order
 and proportions as Mortgagee shall elect and second, to the payment of
 any other sums required to be paid by Mortgagor hereunder. 


	
 

	
 


	
 

	
          III.
 Mortgagee, with or without entry, personally or by its agents or attorneys,
 insofar as applicable, may: 





21






	
 

	
 


	
 

	
          (1)
 sell the Mortgaged Property to the extent permitted and pursuant to the
 procedures provided by law (including, without limitation, if all or any part
 of the Premises is located in the State of New York, in accordance with
 Article 14 of the New York Real Property Actions and Proceedings Law,
 regarding which Mortgagor hereby consents and agrees that notices thereunder
 (including notices of sale) may be given to Mortgagor in any of the manners
 specified for the giving of notices set forth in Section 3.06), and all
 estate, right, title and interest, claim and demand therein, and right of
 redemption thereof, at one (1) or more sales as an entity or in parcels or
 parts, and at such time and place upon such terms and after such notice
 thereof as may be required or permitted by law; or 


	
 

	
 


	
 

	
          (2)
 institute proceedings for the complete or partial foreclosure hereof; or 


	
 

	
 


	
 

	
          (3)
 take such steps to protect and enforce its rights whether by action, suit or
 proceeding in equity or at law for the specific performance of any covenant,
 condition or agreement in the Note, or herein, or in aid of the execution of
 any power herein granted, or for any foreclosure hereunder, or for the
 enforcement of any other appropriate legal or equitable remedy or otherwise
 as Mortgagee shall elect. 





                    (b)
Other Matters Concerning Sales. 


          Mortgagee
may adjourn from time to time any sale by it to be made hereunder or by virtue
hereof by announcement at the time and place appointed for such sale or for
such adjourned sale or sales; and, except as otherwise provided by any
applicable provision of law, Mortgagee, without further notice or publication,
may make such sale at the time and place to which the same shall be so
adjourned. 


          Upon
the completion of any sale or sales made by Mortgagee under or by virtue of
this Article II, Mortgagee, or an officer of any court empowered to do so,
shall execute and deliver to the accepted purchaser or purchasers a good and
sufficient instrument or instruments conveying, assigning and transferring all
estate, right, title and interest in and to the property and rights sold.
Mortgagee is hereby appointed the true and lawful attorney irrevocable of
Mortgagor, in its name and stead, to make all necessary conveyances,
assignments, transfers and deliveries of the Mortgaged Property and rights so
sold and for that purpose Mortgagee may execute all necessary instruments of
conveyance, assignment and transfer, and may substitute one or more persons
with like power, Mortgagor hereby ratifying and confirming all that its said
attorney or such substitute or substitutes shall lawfully do by virtue hereof.
Nevertheless, Mortgagor, if requested by Mortgagee, shall ratify and confirm
any such sale or sales by executing and delivering to Mortgagee or to such
purchaser or purchasers all such instruments as may be advisable, in the
judgment of Mortgagee, for the purpose, and as may be designated in such
request. Any such sale or sales made under or by virtue of this Article II,
whether made under the power of sale herein granted or under or by virtue of
judicial proceedings 


22






or of a
judgment or decree of foreclosure and sale, shall operate to divest all the
estate, right, title, interest, claim and demand whatsoever, whether at law or
in equity, of Mortgagor in and to the properties and rights so sold, and shall
be a perpetual bar both at law and in equity against Mortgagor and against any
and all persons claiming or who may claim the same, or any part thereof from,
through or under Mortgagor.


          In
the event of any sale or sales made under or by virtue of this Article II
(whether made under the power of sale herein granted or under or by virtue of
judicial proceedings or of a judgment or decree of foreclosure and sale), the
entire principal of, and interest, Additional Interest, and other sums on, the
Note, if not previously due and payable, and all other sums required to be paid
by Mortgagor pursuant hereto or to the Note, immediately thereupon shall,
anything in any of said documents to the contrary notwithstanding, become due
and payable.


          The
purchase money, proceeds or avails of any sale or sales made under or by virtue
of this Article II, together with any other sums which then may be held by
Mortgagee hereunder, whether under the provisions of this Article II or
otherwise, shall be applied as follows:


	
 

	
 


	
 

	
          First:
 To the payment of the costs and expenses of such sale, including reasonable
 compensation to Mortgagee, its agents and counsel, and of any judicial
 proceedings wherein the same may be made, and of all expenses, liabilities
 and advances made or incurred by Mortgagee hereunder, and also including
 attorneys’ fees, expenses and costs of investigation, all as actually
 incurred and including, without limitation, attorneys’ fees, costs and
 expenses of investigation incurred in appellate proceedings or in any action
 or participation in, or in connection with, any case or proceeding under any
 applicable bankruptcy or insolvency law, together with interest at the
 Default Rate on all advances made by Mortgagee, and of all taxes, assessments
 or other charges, except any taxes, assessments or other charges subject to
 which the Mortgaged Property shall have been sold.


	
 

	
 


	
 

	
          Second:
 To the payment of the whole amount then due, owing or unpaid upon the Note
 for principal and interest, and Additional Interest, with interest on the
 unpaid principal at the Default Rate from and after the happening of any
 Event of Default, in such order and amounts as Mortgagee may elect.


	
 

	
 


	
 

	
          Third:
 To the payment of any other sums required to be paid by Mortgagor pursuant to
 any provision hereof or of the Note, including all expenses, liabilities and
 advances made or incurred by Mortgagee hereunder or in connection with the
 enforcement hereof, together with interest at the Default Rate on all such
 advances.


	
 

	
 


	
 

	
          Fourth:
 To the payment of the surplus, if any, to whomsoever may be lawfully entitled
 to receive the same.





          Upon
any sale or sales made under or by virtue of this Article II, whether made
under the power of sale herein granted or under or by virtue of judicial
proceedings 


23






or of a
judgment or decree of foreclosure and sale, Mortgagee may bid for and acquire
the Mortgaged Property or any part thereof and in lieu of paying cash therefor
may make settlement for the purchase price by crediting upon the indebtedness
secured hereby the net sales price after deducting therefrom the expenses of
the sale and the costs of the action and any other sums which Mortgagee is
authorized to deduct hereunder.


                    (c)
Payment of Amounts Due. 


          In
case an Event of Default shall have happened and be continuing, then, upon
demand of Mortgagee, Mortgagor will pay to Mortgagee the whole amount which
then shall have become due and payable on the Note, for principal, interest or
Additional Interest, or all, as the case may be, and after the happening of
said Event of Default will also pay to Mortgagee interest at the Default Rate
on the then unpaid principal of the Note, and the sums required to be paid by
Mortgagor pursuant to any provision hereof or of the Note, and in addition
thereto such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to Mortgagee, its
agents and counsel and any expenses incurred by Mortgagee hereunder. In the
event Mortgagor shall fail forthwith to pay all such amounts upon such demand,
Mortgagee shall be entitled and empowered to institute such action or
proceedings at law or in equity as may be advised by its counsel for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against Mortgagor and collect, out of the property of Mortgagor
wherever situated, as well as out of the Mortgaged Property, in any manner
provided by law, moneys adjudged or decreed to be payable.


          Mortgagee
shall be entitled to recover judgment as aforesaid either before, after or
during the pendency of any proceedings for the enforcement of the provisions
hereof; and the right of Mortgagee to recover such judgment shall not be
affected by any entry or sale hereunder, or by the exercise of any other right,
power or remedy for the enforcement of the provisions hereof, or the
foreclosure of the lien hereof; and in the event of a sale of the Mortgaged
Property, and of the application of the proceeds of sale, as herein provided,
to the payment of the debt hereby secured, Mortgagee shall be entitled to
enforce payment of, and to receive all amounts then remaining due and unpaid
upon, the Note, and to enforce payment of all other charges, payments and costs
due hereunder or under the Note or otherwise in respect of the Loan, and shall
be entitled to recover judgment for any portion of the debt remaining unpaid,
with interest at the Default Rate. In case of proceedings against Mortgagor in
insolvency or bankruptcy or any proceedings for its reorganization or involving
the liquidation of its assets, then Mortgagee shall be entitled to prove the
whole amount of principal, interest, Additional Interest, and other sums due
upon the Note to the full amount thereof, and all other payments, charges and
costs due hereunder or under the Note or otherwise in respect of the Loan,
without deducting therefrom any proceeds obtained from the sale of the whole or
any part of the Mortgaged Property, provided, however, that in no
case shall Mortgagee receive a greater amount than such principal, interest,
Additional Interest, and such other payments, charges and costs from the aggregate
amount of the proceeds of the sale of the Mortgaged Property and the
distribution from the estate of Mortgagor.


24






          No
recovery of any judgment by Mortgagee and no levy of an execution under any
judgment upon the Mortgaged Property or upon any other property of Mortgagor
shall affect in any manner or to any extent, the lien hereof upon the Mortgaged
Property or any part thereof, or any liens, rights, powers or remedies of
Mortgagee hereunder, but such liens, rights, powers and remedies of Mortgagee
shall continue unimpaired as before.


          Any
moneys thus collected by Mortgagee under this Section 2.03 shall be applied by
Mortgagee in accordance with the provisions of clause (d) of Section 2.02.


                    (d)
Actions; Receivers. After the happening of any Event of Default and
immediately upon the commencement of any action, suit or other legal
proceedings by Mortgagee to obtain judgment for the principal of, or interest
or Additional Interest on, the Note and other sums required to be paid by
Mortgagor pursuant to any provision hereof or of the Note, or of any other
nature in aid of the enforcement of the Note or hereof, Mortgagor will (a)
waive the issuance and service of process and enter its voluntary appearance in
such action, suit or proceeding and (b) if required by Mortgagee, consent to
the appointment of a receiver or receivers of all or part of the Mortgaged
Property and of any or all of the Rents in respect thereof. After the happening
of any Event of Default and during its continuance, or upon the commencement of
any proceedings to foreclose this Mortgage or to enforce the specific
performance hereof or in aid thereof or upon the commencement of any other
judicial proceeding to enforce any right of Mortgagee, Mortgagee shall be
entitled, as a matter of right, if it shall so elect, without the giving of
notice to any other party and without regard to the adequacy or inadequacy of
any security for the indebtedness secured hereby, forthwith either before or
after declaring the unpaid principal of the Note to be due and payable, to the
appointment of such a receiver or receivers.


                    (e)
Mortgagee’s Right to Possession. Notwithstanding the appointment of any
receiver, liquidator or trustee of Mortgagor, or of any of its property, or of
the Mortgaged Property or any part thereof, Mortgagee shall be entitled to
retain possession and control of all property now or hereafter held hereunder.


                    (f)
Remedies Cumulative. No remedy herein conferred upon or reserved to
Mortgagee is intended to be exclusive of any other remedy or remedies, and each
and every such remedy shall be cumulative, and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law, in equity or by
statute. No delay or omission of Mortgagee to exercise any right or power
accruing upon any Event of Default shall impair any such right or power, or
shall be construed to be a waiver of any such Event of Default or any
acquiescence therein; and every power and remedy given hereby to Mortgagee may
be exercised from time to time as often as may be deemed expedient by
Mortgagee. Nothing herein or in the Note shall affect the obligation of
Mortgagor to pay the principal of, interest, Additional Interest, and other
sums on, the Note in the manner and at the time and place therein respectively
expressed.


                    (g)
Moratorium Laws; Right of Redemption. Mortgagor will not at any time
insist upon, or plead, or in any manner whatever claim or take any benefit 


25






or advantage
of any stay or extension or moratorium law, any exemption from execution or
sale of the Mortgaged Property or any part thereof, wherever enacted, now or at
any time hereafter in force, which may affect the covenants and terms of
performance hereof, nor claim, take or insist upon any benefit or advantage of
any law now or hereafter in force providing for the valuation or appraisal of
the Mortgaged Property, or any part thereof, prior to any sale or sales thereof
which may be made pursuant to any provision herein, or pursuant to any decree,
judgment or order of any court of competent jurisdiction; nor, after any such
sale or sales, claim or exercise any right under any statute heretofore or
hereafter enacted to redeem the property so sold or any part thereof and
Mortgagor hereby expressly waives all benefit or advantage of any such law or
laws, and covenants not to hinder, delay or impede the execution of any power
herein granted or delegated to Mortgagee, but to suffer and permit the
execution of every power as though no such law or laws had been made or
enacted. Mortgagor, for itself and all who may claim under it, waives, to the
extent that it lawfully may, all right to have the Mortgaged Property marshaled
upon any foreclosure hereof.


                    (h)
Mortgagor’s Use and Occupancy after Default. During the continuance of
any Event of Default and pending the exercise by Mortgagee of its right to
exclude Mortgagor from all or any part of the Premises, Mortgagor agrees to pay
the fair and reasonable rental value for the use and occupancy of the Premises
or any portion thereof which are in its or any of its affiliates’ possession
for such period and, upon default of any such payment, will vacate and
surrender possession of the Premises to Mortgagee or to a receiver, if any, and
in default thereof may be evicted by any summary action or proceeding for the
recovery of possession of premises for non-payment of rent, however designated.


                    (i)
Mortgagee’s Rights Concerning Application of Amounts Collected.
Notwithstanding anything to the contrary contained herein, upon the occurrence
of an Event of Default, Mortgagee may apply, to the extent permitted by law,
any amount collected hereunder to principal, interest, Additional Interest, or
any other sum due under the Note or otherwise in respect of the Loan in such
order and amounts, and to such obligations, as Mortgagee shall elect in its
sole and absolute discretion.


17. 


MISCELLANEOUS


                    (a)
Assignment of Rents. This Mortgage constitutes a present, absolute,
unconditional and irrevocable assignment of all of the Rents now or hereafter
accruing, and Mortgagor, without limiting the generality of the Granting Clause
hereof, specifically hereby presently, absolutely, unconditionally and
irrevocably assigns, transfers and sets over all of the Rents now or hereafter
accruing to Mortgagee. The aforesaid assignment shall be effective immediately
upon the execution hereof and is not conditioned upon the occurrence of any
Event of Default or any other contingency or event, provided, however,
that Mortgagee hereby grants to Mortgagor the right and license to collect and
receive the Rents as they become due, and not in advance, so long 


26






as no Event of
Default exists hereunder. Immediately upon the occurrence of any such Event of
Default, the foregoing right and license shall be automatically terminated and
of no further force or effect. Nothing contained in this Section or elsewhere
herein shall be construed to make Mortgagee a mortgagee in possession unless
and until Mortgagee actually takes possession of the Mortgaged Property, nor to
obligate Mortgagee to take any action or incur any expense or discharge any
duty or liability under or in respect of any leases or other agreements
relating to the Mortgaged Property or any part thereof.


                    (b)
Security Agreement. This Mortgage constitutes a security agreement under
the applicable Uniform Commercial Code with respect to the Chattels and such
other of the Mortgaged Property which is personal property. Mortgagor agrees
that it will not terminate or amend any financing statements filed in
connection with the Loan without Mortgagee’s prior consent. In addition to the
rights and remedies granted to Mortgagee by other applicable law or hereby,
Mortgagee shall have all of the rights and remedies with respect to the
Chattels and such other personal property as are granted to a secured party
under the applicable Uniform Commercial Code. Upon Mortgagee’s request,
Mortgagor shall promptly and at its expense assemble the Chattels and such
other personal property and make the same available to Mortgagee at a
convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on
demand, with interest at the Default Rate, any and all expenses, including
attorneys’ fees, incurred by Mortgagee in protecting its interest in the
Chattels and such other personal property and in enforcing its rights with
respect thereto. Any notice of sale, disposition or other intended action by
Mortgagee with respect to the Chattels and such other personal property sent to
Mortgagor in accordance with the provisions hereof at least five (5) days prior
to such action shall constitute reasonable notice to Mortgagor. The proceeds of
any such sale or disposition, or any part thereof, may be applied by Mortgagee
to the payment of the indebtedness secured hereby in such order and proportions
as Mortgagee in its discretion shall deem appropriate.


                    (c)
Application of Certain Payments. In the event that all or any part of
the Mortgaged Property is encumbered by one or more mortgages held by
Mortgagee, Mortgagor hereby irrevocably authorizes and directs Mortgagee to
apply any payment received by Mortgagee in respect of any note secured hereby
or by any other such mortgage to the payment of such of said notes as Mortgagee
shall elect in its sole and absolute discretion, and Mortgagee shall have the
right to apply any such payment in reduction of principal and/or interest,
Additional Interest, and in such order and amounts as Mortgagee shall elect in
its sole and absolute discretion without regard to the priority of the mortgage
securing the note so repaid or to contrary directions from Mortgagor or any
other party.


                    (d)
Severability. In the event any one or more of the provisions contained
herein or in the Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, but this Mortgage shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein or therein, provided, however, that if such
provision held to be invalid, illegal or unenforceable relates to the payment
of any sum under the Note or any other material monetary sum, 


27






then Mortgagee
may, at its option, declare the indebtedness and any other sums secured hereby
to be immediately due and payable.


                    (e)
Modifications and Waivers in Writing. No provision hereof may be
changed, waived, discharged or terminated orally or by any other means except
an instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought. Any agreement hereafter
made by Mortgagor and Mortgagee relating hereto shall be superior to the rights
of the holder of any intervening or subordinate lien or encumbrance. 


                    (f)
Notices, Etc. All notices, demands, consents, approvals and statements
required or permitted hereunder shall be in writing and shall be deemed to have
been sufficiently given or served for all purposes when presented personally,
three (3) days after mailing by registered or certified mail, postage prepaid,
or one (1) day after delivery to a nationally recognized overnight courier
service providing evidence of the date of delivery, if to Mortgagor at its
address stated above, and if to Mortgagee to the attention of its Real Estate
Finance office at its address stated above, or at such other address of which a
party shall have notified the party giving such notice in accordance with the
provisions of this Section.


                    (g)
Successors and Assigns. All of the grants, covenants, terms, provisions
and conditions herein shall run with the land and shall apply to, bind and
inure to the benefit of, the respective successors and assigns of Mortgagor and
Mortgagee.


                    (h)
Limitation on Interest. Regardless of any provision contained herein or
in any of the other Loan documents, the total liability for payments in the
nature of interest shall not exceed the applicable limits now or hereafter
imposed by any applicable state or federal interest rate laws to which
Mortgagee may be subject. If any payments in the nature of interest, fees and
other charges made hereunder or under the Note or other Loan documents are held
to be in excess of the applicable limits imposed by any such applicable state
or federal interest rate laws, it is agreed that any such amount held to be in
excess shall be considered payment of principal under the Note and the
indebtedness evidenced thereby shall be reduced by such amount in the inverse
order of maturity so that the total liability for payments in the nature of
interest, fees and other charges shall not exceed the applicable limits imposed
by any such applicable state or federal interest rate laws in compliance with
the desires of Mortgagor and Mortgagee.


                    (i)
Counterparts. This Mortgage may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original; and all such counterparts shall together constitute but one and
the same mortgage.


                    (j)
Substitute Mortgages. Mortgagor and Mortgagee shall, upon their mutual
agreement to do so, execute such documents as may be necessary in order to
effectuate the modification hereof, including the execution of substitute
mortgages, so as to create two (2) or more liens on the Mortgaged Property in such



28






amounts as may
be mutually agreed upon but in no event to exceed, in the aggregate, the
Mortgage Amount; in such event, Mortgagor covenants and agrees to pay the
reasonable fees and expenses of Mortgagee and its counsel in connection with
any such modification.


                    (k)
Mortgagee’s Sale of Interests in Loan. Mortgagor recognizes that
Mortgagee may sell and transfer interests in the Loan to one or more
participants or assignees and that all documentation, financial statements,
appraisals and other data, or copies thereof, relevant to Mortgagor, any
Guarantor or the Loan, may be exhibited to and retained by any such participant
or assignee or prospective participant or assignee.


                    (l)
No Merger of Interests. Unless expressly provided otherwise, in the
event that ownership hereof and title to the fee and/or leasehold estates in
the Premises encumbered hereby shall become vested in the same person or
entity, this Mortgage shall not merge in said title but shall continue to be
and remain a valid and subsisting lien on said estates in the Premises for the
amount secured hereby.


                    (m)
CERTAIN WAIVERS. MORTGAGOR HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES,
IN CONNECTION WITH ANY FORECLOSURE OR SIMILAR ACTION OR PROCEDURE BROUGHT BY
MORTGAGEE ASSERTING AN EVENT OF DEFAULT HEREUNDER, ANY AND EVERY RIGHT IT MAY
HAVE TO (I) INJUNCTIVE RELIEF, (II) A TRIAL BY JURY, (III) INTERPOSE ANY
COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM AND (IV) HAVE THE SAME
CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING IN
THIS SECTION SHALL PREVENT OR PROHIBIT MORTGAGOR FROM INSTITUTING OR
MAINTAINING A SEPARATE ACTION AGAINST MORTGAGEE WITH RESPECT TO ANY ASSERTED
CLAIM.


                    (n)
Satisfaction or Assignment of Mortgage. Upon payment in full of all
sums, and the performance of all obligations, secured hereby in accordance with
the terms and conditions of this Mortgage and the other Loan documents,
Mortgagee shall deliver a satisfaction or release of this Mortgage or, at
Mortgagor’s option to be exercised in writing, an assignment hereof, in either
case in proper form for recording. As a condition to any such satisfaction or
assignment, Mortgagor covenants and agrees to pay Mortgagee’s reasonable fees
and expenses (including attorneys’ fees and expenses) in connection therewith.
Upon any such satisfaction or assignment, Mortgagee shall, automatically and
without the need for any further documentation, be absolutely and unconditionally
released from any and all claims or liabilities in connection with the Loan. In
addition, Mortgagor hereby indemnifies and agrees to hold Mortgagee harmless
from and against any and all claims and liabilities arising out of the
satisfaction or assignment hereof, such indemnification to survive any such
satisfaction or assignment.


                    (o)
Other Liens; Subrogation. In the event any or all of the proceeds of the
indebtedness secured hereby have been used to extinguish, extend or renew any
indebtedness heretofore existing against the Mortgaged Property or to satisfy 


29






any
indebtedness or obligation secured by a lien or encumbrance of any kind, such
proceeds have been advanced by Mortgagee at Mortgagor’s request, and, to the
extent of such funds so used, the indebtedness hereby secured shall be
subrogated to all of the rights, claims, liens, titles and interest heretofore
existing against the Mortgaged Property to secure the indebtedness or
obligation so extinguished, paid, extended or renewed, and the former rights,
claims, liens, title and interests, if any, shall not be waived but rather
shall be continued in full force and effect and in favor of Mortgagee and shall
not be merged with the lien and security for the repayment of the indebtedness
hereby secured.


                    (p)
New York Provisions. If all or any part of the Premises is located in
the State of New York, (a) Mortgagor hereby makes the following statement:
“This Mortgage does not cover real property principally improved or to be
improved by one (1) or more structures containing in the aggregate not more
than six (6) residential dwelling units, each having its own separate cooking
facilities.” and (b) the covenants and conditions contained herein, other than
those included in the New York Statutory Short Form of Mortgage, shall be
construed as affording to Mortgagee rights additional to, and not exclusive of,
the rights conferred under the provisions of Sections 254, 271 and 272 of the
Real Property Law of the State of New York. 


                    (q)
Exculpation. Mortgagor shall not be personally liable for payment of the
principal of the Note or interest thereon, and in the event of any failure by
Mortgagor to pay any portion of such principal or interest, Mortgagee will look,
with respect to the then outstanding balance of such principal and interest,
solely to the Mortgaged Property and such other collateral as has been, or
hereafter shall be, given to secure payment of the Note and any guaranties
thereof. The foregoing limitation on liability shall not impair or otherwise
affect the validity or enforceability of (a) the debt evidenced by the Note or
of any other obligations evidenced by the Note, the Mortgage or any of the Loan
Documents or (b) Mortgagee’s liens, security interests, rights and remedies
(including, without limitation, the remedies of foreclosure and/or sale) with
respect to the Mortgaged Property or any other property, security, collateral
and/or assets (including the proceeds thereof) encumbered, pledged or assigned
by the Mortgages or any other security for the Loan. In addition, the foregoing
limitation on liability shall not limit anyone’s obligations or be applicable
with respect to: (i) liability under any guaranty(ies) or indemnity(ies)
delivered or afforded to Mortgagee; (ii) any fraud or material
misrepresentation; (iii) taxes of any kind (whether characterized as transfer,
gains or other taxes) payable in connection with the foreclosure sale of the
Mortgaged Property, irrespective of who pays such taxes; (iv) application of
any proceeds of the Loan to any purpose other than as provided in the Loan
Documents; (v) the application of any insurance or condemnation proceeds or
other funds or payments other than strictly in accordance with the Loan Documents;
(vi) the misapplication of any security deposits; (vii) rents, sales proceeds,
or other sums received after default under the Loan Documents which are not
applied to expenses of operating the Mortgaged Property or paid to Mortgagee or
a duly appointed receiver of the Premises; (viii) any failure to deliver to
Mortgagee, after demand therefor, any agreements relating to the operation,
management, leasing, use, occupancy or construction of the Mortgaged Property;
(ix) any intentional physical waste in respect of the Mortgaged Property; (x)
any failure to pay or discharge any real estate tax, other tax, assessment,
fine, penalty or lien against the Mortgaged


30






Property to
the extent revenue from leases of the Mortgaged Property was available to pay
same; (xi) liability as landlord under any lease(s) relating to the Mortgaged
Property which liability accrued prior to Mortgagee’s succeeding to such
interest of Mortgagor, which Mortgagee is or becomes obligated for by virtue of
Mortgagee succeeding to the interests of Mortgagor, provided, however,
that such liability shall only apply with respect to any liability of Mortgagor
under such leases which Mortgagee assumes pursuant to subordination,
non-disturbance and attornment agreements required pursuant to the terms of
such leases; (xii) liability under any agreement relating to the operation or
maintenance of the Mortgaged Property, which liability accrued prior to
Mortgagee’s succeeding to such interest of Mortgagor, which Mortgagee is or
becomes obligated for by virtue of Mortgagee succeeding to the interests of
Mortgagor, provided, however, that such liability shall only apply with respect
to agreements which are not terminable by their terms upon thirty (30) days’
written notice; (xiii) liability to pay for the premiums on and keep in full
force and effect insurance in respect of the Mortgaged Property in accordance
with the Loan Documents to the extent revenue from leases of the Mortgaged
Property was available to pay same; or (xiv) liability for Hazardous Substances
that may exist upon or be discharged from the Mortgaged Property. Mortgagor
shall in any event be and shall remain personally liable for each of the
matters to which reference is made in the preceding sentence and Mortgagee may
seek, obtain and enforce one or more money judgments in any appropriate
proceeding(s) with respect thereto. The limitation on personal liability
contained in this paragraph shall become automatically null and void and shall
be of no further force or effect, and Mortgagor shall be and remain personally
liable for payment of the principal of the Note and interest thereon, in
accordance with the terms and provisions of the Note, in the event that
Mortgagor, or anyone acting on behalf of Mortgagor, shall (A) file a petition
or answer seeking any relief of any kind under the bankruptcy laws of the
United States (or if an Insolvency Event shall otherwise occur), (B) assert in
writing or in any legal proceedings of any kind that any provisions of any of
the Loan Documents are in whole or in part unenforceable, invalid or not
legally binding, or (C) fail fully to cooperate with Mortgagee or a receiver in
Mortgagee’s or such receiver’s efforts to collect Rents directly from tenants
after a default under the Loan Documents.


                    (r)
Priority of Loan and Hedging Agreement. Notwithstanding anything to the
contrary contained in this Mortgage, the sums secured hereby payable under the
Loan Note and Loan Agreement and otherwise in respect of the Loan shall have
equal priority with the Additional Interest secured hereby.


31






          IN
WITNESS WHEREOF, this Mortgage has been duly executed and delivered by
Mortgagor.


	
 

	
 

	
 


	
 

	
ACADIA-P/A
 SHERMAN AVENUE, LLC, 

 a Delaware limited liability company


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:












	
 

	
 


	
STATE OF NEW
 YORK

	
)


	
 

	
)  ss:


	
COUNTY OF
 WESTCHESTER

	
)





                         On
the ______ day of January in the year 2009, before me, the undersigned, a
notary public in and for said state, personally appeared
_________________________, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument. 


	
 
	
 

	
 
	


	
 
	
Notary
 Public

	
 
	
 

	
My Commission Expires:
	
 

	 	 
	
 
	
 

	


	
 











SCHEDULE A


LEGAL DESCRIPTION


ALL that lot
or parcel of land, in the Borough of Manhattan, County of New York, City of New
York, State of New York described as follows:


PARCEL A:


Lot Numbers 1
and 4 in Section Number 8, Block Number 2175 on the land map of the County of
New York, and bounded and described as follows:


BEGINNING a
point on the easterly side of Broadway at the northeasterly line of said Lot
Number 4;


RUNNING THENCE
easterly, or nearly so along said Lot Number 4, 220 feet 5 inches to the
westerly line of Lot Number 100 on said map;


THENCE 113
feet 8 inches southeasterly along said westerly line of said Lot Number 100 to
the northerly side of Sherman Avenue;


THENCE
westerly or nearly so along the northerly side of Sherman Avenue to a point
thereon distant 204 feet 4-3/8 inches westerly from the westerly side of said
Lot Number 100;


THENCE running
on a curved line, 96 feet 9-5/8 inches to a point on the easterly side of
Broadway, distant 130 feet 5/8 inch southerly from the northerly line of said
Lot Number 4;


THENCE
northerly along the easterly side of Broadway, 130 feet 5/8 inch to the point
or place of BEGINNING. Be the said several distances, more or less.


PARCEL B:


Lot Number 50
on a certain map entitled “Map of 128 acres of land situated in the 12th Ward
of the City of New York, part of the Estate Of Isaac Dyckman, deceased, known
as Fort George Property”. Dated September 15th, 1868 by R. Rosa, Surveyor, and
filed in the Office of the Register of the County of New York on
November 7, 1868 as map number 697 and which said plot is bounded and
described as follows:


BEGINNING at a
point on the easterly side of Broadway or Kingsbridge Road, as widened, at the
southwesterly corner of plot number 49 on said map;


THENCE
easterly or nearly so along said plot number 49, 202 feet to plot number 53 on
said map;






THENCE
southeasterly along the said plot number 53 on said map and parallel with a new
street laid out by the Commissioners of the Central Park and designated on said
map as boulevard or Dyckman Street, 53 feet 3 inches;


THENCE
westerly or nearly so and along plot number 51 on said map, 220 feet 5 inches
to the present easterly side of Broadway or Kingsbridge Road, as widened;


THENCE
northerly or nearly so along the said present easterly side of Broadway or
Kingsbridge Road, 50 feet to the point or place of BEGINNING.


2






TABLE OF CONTENTS


	
 

	
 

	
 


	
 

	
 

	
Page 


	
 

	
 

	



	
 


	
ARTICLE I
 COVENANTS OF MORTGAGOR

	
5


	
 

	
 

	
 


	
 

	
Section
 1.01

	
 


	
 

	
(a) Warranty of Title; Power and Authority

	
5


	
 

	
(b) Hazardous Materials

	
5


	
 

	
(c) Flood Hazard Area

	
6


	
 

	
Section
 1.02

	
 


	
 

	
(a) Further Assurances

	
6


	
 

	
(b) Information Reporting and Back-up
 Withholding

	
6


	
 

	
Section
 1.03

	
 


	
 

	
(a) Filing and Recording of Documents

	
6


	
 

	
(b) Filing and Recording Fees and Other
 Charges

	
7


	
 

	
Section
 1.04 Payment and Performance of Loan Documents

	
7


	
 

	
Section
 1.05 Type of Entity; Maintenance of Existence; Compliance with Laws

	
7


	
 

	
Section
 1.06 After-Acquired Property

	
7


	
 

	
Section
 1.07

	
 


	
 

	
(a) Payment of Taxes and Other Charges

	
8


	
 

	
(b) Payment of Mechanics and Materialmen

	
8


	
 

	
(c) Good Faith Contests

	
9


	
 

	
Section
 1.08 Taxes on Mortgagee

	
9


	
 

	
Section
 1.09 Insurance

	
9


	
 

	
Section
 1.10 Protective Advances by Mortgagee

	
12


	
 

	
Section
 1.11

	
 


	
 

	
(a) Visitation and Inspection

	
12


	
 

	
(b) Financial and Other Information

	
12


	
 

	
(c) Estoppel Certificates

	
14


	
 

	
Section
 1.12 Maintenance of Premises and Improvements

	
15


	
 

	
Section
 1.13 Condemnation

	
15


	
 

	
Section
 1.14 Leases

	
15


	
 

	
Section
 1.15 Premises Documents

	
16


	
 

	
Section
 1.16 Utilities

	
16


	
 

	
Section
 1.17 Trust Fund; Lien Laws

	
17


	
 

	
Section
 1.18 Intentionally Omitted

	
17


	
 

	
Section
 1.19 Intentionally Omitted

	
17


	
 

	
Section
 1.20 Guarantor Financial Covenants

	
17


	
 

	
Section
 1.21 Federal Law

	
17


	
 

	
 

	
 


	
ARTICLE II
 EVENTS OF DEFAULT AND REMEDIES

	
17


	
 

	
Section
 2.01 Events of Default and Certain Remedies

	
17


	
 

	
Section 2.02
 Other Matters Concerning Sales

	
22


	
 

	
Section
 2.03 Payment of Amounts Due

	
24


	
 

	
Section
 2.04 Actions; Receivers

	
25


	
 

	
Section
 2.05 Mortgagee’s Right to Possession

	
25


	
 

	
Section
 2.06 Remedies Cumulative

	
25


	
 

	
Section
 2.07 Moratorium Laws; Right of Redemption

	
25


	
 

	
Section
 2.08 Mortgagor’s Use and Occupancy after Default

	
26












	
 

	
 

	
 


	
 

	
Section
 2.09 Mortgagee’s Rights Concerning Application of Amounts Collected

	
26


	
 

	
 

	
 


	
ARTICLE III
 MISCELLANEOUS

	
26


	
 

	
Section
 3.01 Assignment of Rents

	
26


	
 

	
Section
 3.02 Security Agreement

	
27


	
 

	
Section
 3.03 Application of Certain Payments

	
27


	
 

	
Section
 3.04 Severability

	
27


	
 

	
Section
 3.05 Modifications and Waivers in Writing

	
28


	
 

	
Section
 3.06 Notices, Etc

	
28


	
 

	
Section
 3.07 Successors and Assigns

	
28


	
 

	
Section
 3.08 Limitation on Interest

	
28


	
 

	
Section
 3.09 Counterparts

	
28


	
 

	
Section
 3.10 Substitute Mortgages

	
28


	
 

	
Section
 3.11 Mortgagee’s Sale of Interests in Loan

	
29


	
 

	
Section
 3.12 No Merger of Interests

	
29


	
 

	
Section
 3.13 CERTAIN WAIVERS

	
29


	
 

	
Section
 3.14 Satisfaction or Assignment of Mortgage

	
29


	
 

	
Section
 3.15 Other Liens; Subrogation

	
29


	
 

	
Section
 3.16 New York Provisions

	
30


	
 

	
Section
 3.17 Exculpation

	
30


	
 

	
Section
 3.18 Priority of Loan and Hedging Agreement

	
31





2






SECURITY AGREEMENT
(Deposit Account at Bank of America, N.A.) 


                    This
Security Agreement (Deposit Account) (this “Agreement”) is made as of January
15, 2009 by and between Acadia Strategic Opportunity Fund II, LLC, a Delaware
limited liability company (the “Pledgor”), and Bank of America, N.A. (the
“Bank”). 


                    18.
Grant of Security Interest. As security for any and all Indebtedness (as
defined below), the Pledgor hereby irrevocably and unconditionally grants a
security interest in and assigns and transfers the Deposit Account (as defined
below) to the Bank. 


                    19.
“Indebtedness” means any and all existing and future indebtedness and
liabilities of every kind, nature and character, direct or indirect, absolute
or contingent, liquidated or unliquidated, voluntary or involuntary and whether
for principal, interest, premiums, fees, indemnities, damages, costs, expenses
or otherwise, (a) of Acadia-P/A Sherman Avenue, LLC, a Delaware limited
liability company (the “Debtor”), to the Bank, whether associated with any
credit or other financial accommodation made to or for the benefit of the
Debtor by the Bank or otherwise and whenever created, arising, evidenced or
acquired (including all renewals, extensions, amendments, refinancings and
other modifications thereof), and (b) of the Pledgor to the Bank hereunder, and
all costs, attorneys’ fees and expenses incurred by the Bank in connection with
the collection or enforcement thereof or hereof, and whether recovery upon such
indebtedness and liabilities may be or hereafter become unenforceable or shall
be an allowed or disallowed claim under any proceeding or case commenced by or
against the Debtor or the Pledgor under the Bankruptcy Code (Title 11, United
States Code), any successor statute or any other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally, and including interest that
accrues after the commencement by or against the Debtor or the Pledgor of any
proceeding thereunder. The Bank’s books and records showing the amount of the
Indebtedness shall be admissible in evidence in any action or proceeding, and
shall be binding upon the Debtor and the Pledgor and conclusive for the purpose
of establishing the amount of the Indebtedness. 


                    20.
Deposit Account. For purposes of this Agreement, “Deposit Account” means
account no. 406718 opened or to be opened by the Pledgor with the Bank, any
renewals or rollovers thereof, any successor or substitute deposit account(s)
including, without limitation, any such deposit account as it may have been
renumbered or retitled, any proceeds thereof (including without limitation any
interest paid thereon), and any general intangibles and choses in action
arising therefrom or related thereto. 


                    21.
Withdrawals; Renewals; Rollovers. The Pledgor shall not withdraw funds
from the Deposit Account without the Bank’s prior written consent. The Pledgor
agrees that, upon maturity of any deposit with a maturity date, such deposit
shall be renewed at the Bank’s then prevailing rate of interest for successive
ninety (90) day periods (or such other time period as may be agreed by the Bank
and the Pledgor). 


3







                    22.
Interest Payments. Notwithstanding the Bank’s security interest in the proceeds
of the Deposit Account, the Bank will continue to pay to the Pledgor any
interest accruing thereunder until the occurrence of an Event of Default under
this Agreement.  



                    23.
Pledgor’s Covenants, Warranties and Representations. The Pledgor covenants,
represents and warrants that unless compliance is waived by the Bank in
writing:  


	
 

	
 


	
 

	
          (a)
 Except as otherwise agreed by the Bank in writing, the Pledgor owns the
 Deposit Account free and clear of any and all liens, encumbrances, or
 interests of any third parties other than the security interest of the Bank,
 and will keep the Deposit Account free of all liens, claims, security
 interests and encumbrances of any kind or nature, whether voluntary or
 involuntary, except the security interest of the Bank. 


	
 

	
 


	
 

	
          (b)
 The Pledgor shall, at the Pledgor’s expense, take all actions necessary or
 advisable from time to time to maintain the first priority and perfection of
 said security interest and shall not take any actions that would alter,
 impair or eliminate said priority or perfection. 


	
 

	
 


	
 

	
          (c)
 The Pledgor agrees to pay prior to delinquency all taxes, charges, liens and
 assessments against the Deposit Account, and upon the failure of the Pledgor
 to do so, the Bank at its option may pay any of them and shall be the sole
 judge of the legality or validity thereof and the amount necessary to
 discharge the same. 


	
 

	
 


	
 

	
          (d)
 The Pledgor’s exact legal name is correctly set forth on the signature page
 hereof. The Pledgor will provide the Bank with at least 30 days’ prior
 written notice of any change in the Pledgor’s name or identity. 


	
 

	
 


	
 

	
          (e)
 The Pledgor is an organization of the type and (if not an unregistered
 entity) is incorporated in or organized under the laws of the state specified
 in the first paragraph above. The Pledgor shall give the Bank at least 30
 days’ notice before changing its type of organization, business structure or
 state of organization. 


	
 

	
 


	
 

	
          (f)
 The Pledgor’s organizational identification number, if any, assigned by the
 state of incorporation or organization is correctly set forth on the
 signature page hereof. The Pledgor shall promptly notify the Bank (i) of any
 change of its organizational identification number, or (ii) if the Pledgor
 does not have an organizational identification number and later obtains one,
 of such organizational identification number. 





                    24.
Certificates. Upon the Bank’s request, the Pledgor shall deliver any
certificate evidencing any part of the Deposit Account to the Bank, duly
endorsed over to the Bank as necessary. 


                    25.
Costs. All advances, charges, costs and expenses, including reasonable
attorneys’ fees, incurred or paid by the Bank in exercising any right, power or
remedy conferred by this Agreement or in the enforcement hereof, shall become a
part of the Indebtedness secured hereunder and shall be paid to the Bank by the
Pledgor immediately and without demand, with interest thereon at an annual rate
equal to the highest rate of interest that would be applicable to 


4






any
Indebtedness secured by this Agreement. Such costs and attorneys’ fees shall
include, without limitation, the allocated cost of in-house counsel. 


                    26.
Events of Default. Any one or more of the following shall be a default
hereunder (“Event of Default”): 


	
 

	
 


	
 

	
          (a)
 The Pledgor, the Debtor or any comaker, accommodation maker, surety or
 guarantor of the Indebtedness or any endorser of any note or other document
 evidencing the Indebtedness (a “Credit Party”) fails to pay any Indebtedness
 when due, or breaches any other term, provision, warranty or representation
 of any agreement evidencing or relating to the Indebtedness. 


	
 

	
 


	
 

	
          (b)
 Any custodian, receiver or trustee is appointed to take possession, custody
 or control of all or a substantial portion of the property of any Credit
 Party. 


	
 

	
 


	
 

	
          (c)
 Any Credit Party becomes insolvent, or is generally not paying or admits in
 writing its inability to pay its debts as they become due, makes a general
 assignment for the benefit of creditors, or commences any case, proceeding or
 other action under any bankruptcy or other law for the relief of, or relating
 to, debtors. 


	
 

	
 


	
 

	
          (d)
 Any case, proceeding or other action is commenced against any Credit Party
 under any bankruptcy or other law for the relief of, or relating to, debtors.
 


	
 

	
 


	
 

	
          (e)
 Any involuntary lien of any kind or character attaches to the Deposit
 Account. 


	
 

	
 


	
 

	
          (f)
 Any financial statement, certificate, schedule or other information now or
 hereafter furnished by any Credit Party to the Bank proves to have been false
 or incorrect in any material respect when furnished to the Bank. 


	
 

	
 


	
 

	
          (g)
 If any Indebtedness is an obligation or liability of any kind (including any
 renewals, extensions or modifications thereof) arising out of or relating to
 any transaction (including an agreement with respect thereto) now existing or
 hereafter entered into which is a rate swap, basis swap, forward rate
 transaction, commodity swap, commodity option, equity or equity index swap,
 equity or equity index option, bond option, interest rate option, spot or
 forward foreign exchange transaction, cap transaction, floor transaction,
 collar transaction, currency swap transaction, cross-currency rate swap
 transaction, currency option, credit swap or default transaction or any other
 similar transaction (including any option with respect to any of these
 transactions) or any combination thereof, whether linked to one or more
 interest rates, foreign currencies, commodity prices, equity prices or other
 financial measures (individually, a “Hedging Transaction;” collectively, the
 “Hedging Transactions”), any termination event, event of default or other
 similar event occurs under such Indebtedness. 





                    27.
Remedies. If an Event of Default occurs, the Bank may do any one or more
of the following: 


5






	
 

	
 


	
 

	
          (a)
 Declare all Indebtedness to be immediately due and payable, whereupon the same
 shall become and be immediately due and payable, without notice of default,
 presentment or demand for payment, protest or notice of nonpayment or
 dishonor, or other notices or demands of any kind or character, all of which
 are hereby expressly waived; provided, however, that upon the occurrence of
 an Event of Default described in Paragraph 9(c) or 9(d), all Indebtedness
 shall become and be immediately due and payable, without notice of default,
 presentment or demand for payment, protest or notice of nonpayment or
 dishonor, or other notices or demands of any kind or character, all of which
 are hereby expressly waived. 


	
 

	
 


	
 

	
          (b)
 Exercise as to the Deposit Account all of the rights, powers and remedies of
 an owner and all of the rights, powers and remedies of a secured party under
 the UCC (as defined below) and any other applicable law. 


	
 

	
 


	
 

	
          (c)
 Apply, without notice, any funds in any Deposit Account against the
 Indebtedness. 


	
 

	
 


	
 

	
          (d)
 Exercise any other remedy provided under this Agreement or by any applicable
 law. 





                    28.
Additional Waivers. The Pledgor waives any right to require the Bank to
(a) proceed against any person, (b) proceed against or exhaust any collateral,
or (c) pursue any other remedy in the Bank’s power; and waives any defense
arising by reason of any disability or other defense of the Debtor or any other
person, or by reason of the cessation from any cause whatsoever of the
liability of the Debtor or any other person. Until the Indebtedness is paid in
full, the Pledgor waives any right of subrogation, reimbursement,
indemnification, and contribution (contractual, statutory or otherwise),
including without limitation any claim or right of subrogation under the
Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, arising
from the existence or performance of this Agreement, and the Pledgor waives any
right to enforce any remedy which the Bank now has or may hereafter have
against the Debtor or against any other person and waives any benefit of and
any right to participate in any collateral or security whatsoever now or
hereafter held by the Bank. If the Pledgor is not also a debtor with respect to
a specified Indebtedness, the Pledgor authorizes the Bank without notice or
demand and without affecting the Pledgor’s liability hereunder, from time to
time to: (a) renew, extend, accelerate or otherwise change the time for payment
of or otherwise change the terms of the Indebtedness or any part thereof,
including increase or decrease of the rate of interest thereon; (b) take and
hold security, other than the Deposit Account, for the payment of the
Indebtedness or any part thereof, and exchange, enforce, waive and release the
Deposit Account or any part thereof or any such other security; and (c) release
or substitute the Debtor or any one or more of them, or any of the endorsers or
guarantors of the Indebtedness or any part thereof, or any other parties
thereto. The Pledgor agrees that it is solely responsible for keeping itself
informed as to the financial condition of the Debtor and of all circumstances
which bear upon the risk of nonpayment or the risk of a margin call or
liquidation of the collateral. 


                    29.
Return of Collateral. The Bank may at any time deliver the collateral or
any part thereof to the Pledgor and the receipt of the Pledgor shall be a
complete and full 


6






acquittance
for the collateral so delivered, and the Bank shall thereafter be discharged
from any liability or responsibility therefor. 


                    30.
Transfer of Collateral. Upon the transfer of all or any part of the
Indebtedness, the Bank may transfer all or any part of the collateral and shall
be fully discharged thereafter from all liability and responsibility with
respect to such collateral so transferred, and the transferee shall be vested
with all the rights and powers of the Bank hereunder with respect to such
collateral so transferred; but with respect to any collateral not so
transferred the Bank shall retain all rights and powers hereby given. 


                    31.
Continuing Agreement. This is a continuing Security Agreement and all
the rights, powers and remedies hereunder shall apply to all past, present and
future Indebtedness of the Debtor, including that arising under successive
transactions which shall either continue the Indebtedness, increase or decrease
it, or from time to time create new Indebtedness after all or any prior
Indebtedness has been satisfied, and notwithstanding the death, incapacity,
cessation of business, dissolution or bankruptcy of the Debtor or any other
event or proceeding affecting the Debtor. 


                    32.
Continuing Powers. Until all Indebtedness shall have been paid in full,
the power of sale and all other rights, powers and remedies granted to the Bank
hereunder shall continue to exist and may be exercised by the Bank at the time
specified hereunder irrespective of the fact that the Indebtedness or any part
thereof may have become barred by any statute of limitations, or that the personal
liability of the Pledgor or the Debtor may have ceased. The Pledgor waives the
benefit of any statute of limitations as applied to this Agreement. 


                    33.
Other Rights. The rights, powers and remedies given to the Bank by this
Agreement shall be in addition to all rights, powers and remedies given to the
Bank by virtue of any statute or rule of law. Any forbearance or failure or
delay by the Bank in exercising any right, power or remedy hereunder shall not
be deemed to be a waiver of such right, power or remedy, and any single or
partial exercise of any right, power or remedy hereunder shall not preclude the
further exercise thereof; and every right, power and remedy of the Bank shall
continue in full force and effect until such right, power or remedy is
specifically waived by an instrument in writing executed by the Bank. 


                    34.
Termination. This Agreement shall remain in full force and effect until
terminated by the Bank. 


                    35.
Miscellaneous. 


                    The
Pledgor hereby authorizes the Bank to file one or more financing statements
describing all or part of the collateral, and continuation statements, or
amendments thereto, relative to all or part of the collateral as authorized by
applicable law. Such financing statements, continuation statements and
amendments will contain any other information required by the UCC for the
sufficiency or filing office acceptance of any financing statement,
continuation statement or amendment, including whether the Pledgor is an
organization, the type of organization and any organizational identification
number issued to the Pledgor. The Pledgor agrees to furnish any such
information to the Bank promptly upon request. 


7






                    At
the request of the Bank, the Pledgor shall execute such other agreements,
documents or instruments in connection with this Agreement as the Bank may
reasonably deem necessary to evidence or perfect the security interests granted
herein, to maintain the first priority of the security interests, or to
effectuate the rights granted to the Bank herein. 


                    This
Agreement shall be governed by and construed according to the internal laws of
the State of New York, except as otherwise required by mandatory provisions of
law and except to the extent that remedies are governed by the laws of any
other jurisdiction. The Pledgor hereby irrevocably (i) submits to the
non-exclusive jurisdiction of any United States Federal or State court sitting
in New York City in any action or proceeding arising out of or relating to this
Agreement, and (ii) waives to the fullest extent permitted by law any defense
asserting an inconvenient forum in connection therewith. Service of process by
the Bank in connection with such action or proceeding shall be binding on the
Pledgor if sent to the Pledgor by registered or certified mail at its address
specified below. The Pledgor agrees that the Bank may disclose to any
prospective purchaser and any purchaser of all or part of the Indebtedness any
and all information in the Bank’s possession concerning the Pledgor, this
Agreement and the collateral. The state referred to above in this subparagraph
is the “bank’s jurisdiction” for purposes of the UCC (as defined below). 


                    References
to “UCC” in this Agreement shall mean the Uniform Commercial Code as in effect
from time to time in the state referred to in subparagraph (d) above; provided
that if by mandatory provisions of law, the perfection, the effect of
perfection or non-perfection, or the priority of the security interests granted
in this Agreement, as well as all other security interests created or assigned
as additional security for the Indebtedness under the provisions of this
Agreement, in any collateral is governed by the Uniform Commercial Code as in
effect in any other jurisdiction, the “UCC” means the Uniform Commercial Code
as in effect in such other jurisdiction for purposes of the provisions of this
Agreement relating to such perfection, effect of perfection or non-perfection,
or the priority of security interests. Any term used or defined in the UCC and
not defined in this Agreement has the meaning given to the term in the UCC,
when used in this Agreement. 


                    This
Agreement shall benefit the Bank’s successors and assigns and shall bind the
Pledgor’s successors and assigns, except that the Pledgor may not assign its
rights and obligations under this Agreement. This Agreement shall bind all
parties who become bound as a debtor with respect to the Indebtedness. 


                    In
all cases where more than one party executes this Agreement, all words used
herein in the singular shall be deemed to have been used in the plural where
the context and construction so require, and the obligations and undertakings
hereunder are joint and several. 


                    36.
WAIVER OF JURY TRIAL. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE
PLEDGOR AND THE BANK EACH WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION,
CLAIM, SUIT OR PROCEEDING ON OR ARISING OUT OF THIS AGREEMENT. 


                    37.
NOTICE OF FINAL AGREEMENT. THIS WRITTEN SECURITY AGREEMENT AND ANY OTHER
DOCUMENTS EXECUTED IN CONNECTION WITH 


8






THIS SECURITY
AGREEMENT REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. 


[Remainder of page intentionally left blank]


9






          IN WITNESS
WHEREOF, the parties have executed this Agreement by their authorized officers
as of the date first above written. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
PLEDGOR:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
ACADIA
 STRATEGIC OPPORTUNITY FUND II,

 LLC, a Delaware limited liability company


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
Acadia
 Realty Acquisition II, LLC, a Delaware limited liability company, its
 managing member


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
Acadia
 Realty Limited Partnership, its sole member


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
Acadia
 Realty Trust, its general partner


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
By

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
Robert
 Masters


	
 

	
 

	
 

	
 

	
 

	
Senior Vice
 President








	
 

	
 

	
 


	
 

	
BANK:


	
 

	
 

	
 


	
 

	
BANK OF
 AMERICA, N.A.


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Gregory Egli


	
 

	
 

	
Senior Vice
 President












Acknowledgment and Consent of Debtor


          The
Debtor hereby acknowledges and consents to the terms of this Agreement. The
Debtor acknowledges that the contact information below is correct for any
margin call or other notice to the Debtor. The Debtor further agrees that any
such notice of a margin call may be given orally or in writing, including
facsimile, to the Debtor as provided below. Notices and other communications
sent by (a) first class mail shall be deemed delivered on the earlier of actual
receipt or on the fourth business day after deposit in the U.S. mail, postage
prepaid, (b) overnight courier shall be deemed delivered on the next business
day, and (c) telecopy shall be deemed delivered when transmitted. To the extent
that oral notification is provided for or agreed to herein, such oral
notification may be made by telephone to the number(s) set forth below for the
Debtor; provided that any oral notification in person or at any other telephone
number shall constitute notification hereunder and under the terms of any
Indebtedness related hereto. The Debtor hereby agrees to promptly notify Bank
in writing of any change in the notice information set forth below. 


	
 

	
 

	
 


	
 

	
DEBTOR:


	
 

	
 

	
 


	
 

	
ACADIA-P/A
 SHERMAN AVENUE, LLC,

 a Delaware limited liability company


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Robert
 Masters


	
 

	
 

	
Senior Vice
 President





CONTACT INFORMATION FOR NOTICE PURPOSES


	
 

	
 

	
 


	
 

	
 

	
 


	
Telephone
 Numbers:

	
 

	
Address for
 Notices:


	
914-288-8139

	
 

	
 


	
914-288-8100

	
 

	
c/o Acadia
 Realty Trust


	
 

	
 

	
1311
 Mamaroneck Avenue, Suite 260


	
Facsimile,
 telecopy or similar

	
 

	
White
 Plains, New York 10605


	
number for
 notices:

	
 

	
Attention:
 Mr. Robert Masters


	
914-428-3646