exv10w66



 




Exhibit 10.66


LOAN TERMS TABLE




	 	 	 
	Note Date: September 11, 2007
	 	 
	Borrower: APA 216TH STREET LLC, a Delaware limited liability company
	 	 
	Original Principal Amount: $25,500,000.00

	 	Loan No.: 3404906
	Note Rate: 5.795%

	 	Servicing No.: 3404906
	Monthly Payment Amount: As defined in Article 1(a)

	 	Borrower’s TIN: 20-3041123
	Maturity Date: October 1, 2017
	 	 
	Lockout Period: Beginning on the date of this Note and ending on June 1, 2017
	 	 
	MERS MIN: 8000101-0000005328-9
	 	 






CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE




     FOR VALUE RECEIVED Borrower, having its principal place of business at c/o Acadia Realty
Trust, 1311 Mamaroneck Avenue, Suite 260, White Plains, New York 10605, hereby unconditionally
promises to pay to the order of BANK OF AMERICA, N.A., a national banking association, having an
address at 214 North Tryon Street, Charlotte, North Carolina 28255 (“Lender”), the Original
Principal Amount, in lawful money of the United States of America with interest thereon to be
computed from the date of this Note at the Note Rate, and to be paid in accordance with the terms
set forth below. The Loan Terms Table set forth above is a part of this Note and all terms used in
this Note which are defined in the Loan Terms Table shall have the meaning set forth therein. All
capitalized terms not defined herein shall have the respective meanings set forth in that certain
Loan Agreement dated the date hereof between Lender and Borrower (the “Loan Agreement”).



Article 1 -Payment Terms; Manner Of Payment




     (a) Borrower hereby agrees to pay sums due under this Note as follows: an initial payment is
due on the Closing Date for interest from the Closing Date through and including the last day of
the calendar month in which the Closing Date occurs; and thereafter consecutive monthly
installments of interest only in an amount calculated in accordance with Article 2 below (such
amount, the “Monthly Payment Amount”) shall be payable pursuant to the terms hereof on the first
(1st) day of each month beginning on November 1, 2007 (each such date through and including the
Maturity Date, a “Scheduled Payment Date”) until the entire indebtedness evidenced hereby is fully
paid, except that any remaining indebtedness, if not sooner paid, shall be due and payable on the
Maturity Date.



     (b) Intentionally Omitted.



     (c) Each payment by Borrower hereunder shall be made to P.O. Box 65585, Charlotte, NC
28265-0585, or at such other place as Lender may designate from time to time in writing. Whenever
any payment hereunder shall be stated to be due on a day which is not a Business Day, such payment
shall be made on the first Business Day preceding such scheduled due date. All payments made by
Borrower hereunder or under the other Loan Documents shall be made irrespective of, and without any
deduction for, any setoff, defense or counterclaims.



 









 





     (d) Prior to the occurrence of an Event of Default, all monthly payments made as scheduled on
this Note shall be applied to the payment of interest computed at the Note Rate. All voluntary and
involuntary prepayments on this Note shall be applied, to the extent thereof, to accrued but unpaid
interest on the amount prepaid, to the remaining Principal Amount, and any other sums due and
unpaid to the Lender in connection with the Loan, in such manner and order as Lender may elect in
its sole and absolute discretion, including, but not limited to, application to principal
installments in inverse order of maturity. Following the occurrence of an Event of Default, any
payment made on this Note shall be applied to accrued but unpaid interest, late charges, accrued
fees, the unpaid principal amount of this Note, and any other sums due and unpaid to Lender in
connection with the Loan, in such manner and order as Lender may elect in its sole and absolute
discretion.



     (e) Remittances in payment of any part of the indebtedness other than in the required amount
in immediately available U.S. funds shall not, regardless of any receipt or credit issued therefor,
constitute payment until the required amount is actually received by the holder hereof in
immediately available U.S. funds and shall be made and accepted subject to the condition that any
check or draft may be handled for collection in accordance with the practices of the collecting
bank or banks.



Article 2 — Interest




     The Loan shall bear interest at a fixed rate per annum equal to the Note Rate. Interest shall
be computed and shall accrue based on the daily rate produced assuming a three hundred sixty (360)
day year, multiplied by the actual number of days elapsed. Borrower understands and acknowledges
that such interest computation results in more interest than if either a thirty (30) day month and
a three hundred sixty (360) day year or the actual number of days and a three hundred sixty-five
(365) day year were used. Except as otherwise set forth herein or in the other Loan Documents,
interest shall be paid in arrears.



Article 3 — Default And Acceleration




     The Debt shall without notice become immediately due and payable at the option of Lender if
any payment required in this Note is not paid prior to the fifth day following the date when due or
if not paid on the Maturity Date or on the happening of any other Event of Default.



Article 4 -Payments After Default




     Upon the occurrence and during the continuance of an Event of Default, interest on the
outstanding principal balance of the Loan and, to the extent permitted by law, overdue interest and
other amounts due in respect of the Loan shall accrue at a rate per annum equal to the lesser of
(a) the maximum rate permitted by applicable law, or (b) four percent (4%) above the Note Rate
(such rate, the “Default Rate”). Interest at the Default Rate shall be computed from the
occurrence of the Event of Default until the earlier of (i) the actual receipt and collection of
the Debt (or that portion thereof that is then due) and (ii) the cure of such Event of Default. To
the extent permitted by applicable law, interest at the Default Rate shall be added to the Debt,
shall itself accrue interest at the same rate as the Loan and shall be secured by the Mortgage.
This Article shall not be construed as an agreement or privilege to extend the date of the payment
of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the



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occurrence of any Event of Default; the acceptance of any payment from Borrower shall not be
deemed to cure or constitute a waiver of any Event of Default; and Lender retains its rights under
this Note, the Loan Agreement and the other Loan Documents to accelerate and to continue to demand
payment of the Debt upon the happening of and during the continuance any Event of Default, despite
any payment by Borrower to Lender.




Article 5 — Prepayment; Defeasance




     Except as otherwise expressly permitted by this Article 5, no voluntary prepayments, whether
in whole or in part, of the Loan or any other amount at any time due and owing under this Note can
be made by Borrower or any other Person without the express written consent of Lender.



     (a) Lockout Period. Borrower shall have no right to make, and Lender shall have no
obligation to accept, any voluntary prepayment, whether in whole or in part, of the Loan, or any
other amount under this Note or the other Loan Documents, at any time during the Lockout Period.
Notwithstanding the foregoing, if either (i) Lender, in its sole and absolute discretion, accepts a
full or partial voluntary prepayment during the Lockout Period or (ii) there is an involuntary
prepayment during the Lockout Period, then, in either case, Borrower shall, in addition to any
portion of the Loan prepaid (together with all interest accrued and unpaid thereon), pay to Lender
a prepayment premium in an amount calculated in accordance with Section 5(c) below.



     (b) Defeasance.




     (i) Notwithstanding any provisions of this Article 5 to the contrary, including,
without limitation, subsection (a) of this Article 5, at any time other than during a REMIC
Prohibition Period (defined below) or at any time after expiration of the three-year period
commencing on the date hereof, Borrower may cause the release of the Property from the lien
of the Mortgage and the other Loan Documents upon the satisfaction of the following
conditions:




     (A) no Default shall exist under any of the Loan Documents;




     (B) not less than sixty (60) (but not more than ninety (90)) days prior written
notice shall be given to Lender specifying a date on which the Defeasance Collateral
(as hereinafter defined) is to be delivered (the “Release Date”), such date being on
a Scheduled Payment Date; provided, however, that Borrower shall have the right (i)
to cancel such notice by providing Lender with notice of cancellation ten (10) days
prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date
until the next Scheduled Payment Date; provided that in each case, Borrower shall
pay all of Lender’s costs and expenses incurred as a result of such cancellation or
extension;




     (C) all accrued and unpaid interest and all other sums due under this Note and
under the other Loan Documents up to the Release Date, including, without
limitation, all fees, costs and expenses incurred by Lender and its agents in
connection with such release (including, without limitation, legal fees and



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expenses for the review and preparation of the Defeasance Security Agreement
(as hereinafter defined) and of the other materials described in Section 5(b)(i)(D)
below and any related documentation, and any servicing fees, Rating Agency fees or
other costs related to such release), shall be paid in full on or prior to the
Release Date;




     (D) Borrower shall deliver to Lender on or prior to the Release Date:




     (1) a pledge and security agreement, in form and substance which would
be satisfactory to a prudent lender, creating a first priority security
interest in favor of Lender in the Defeasance Collateral, as defined herein
(the “Defeasance Security Agreement”), which shall provide, among other
things, that any excess amounts received by Lender from the Defeasance
Collateral over the amounts payable by Borrower on a given Scheduled Payment
Date, which excess amounts are not required to cover all or any portion of
amounts payable on a future Scheduled Payment Date, shall be refunded to
Borrower promptly after each such Scheduled Payment Date;




     (2) Direct non-callable obligations of the United States of America or,
to the extent acceptable to the applicable Rating Agencies, other
obligations which are “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940 that provide for payments on
or prior to (but in no event later than) all successive Scheduled Payment
Dates occurring after the Release Date up to and including the Monthly
Payment Date which is four (4) months prior to the Maturity Date, the
Maturity Date or any Monthly Payment Date between such dates, with each such
payment being equal to or greater than the amount of the corresponding
Monthly Payment Amount required to be paid under this Note (including all
amounts due on the Maturity Date) (the “Defeasance Collateral”), each of
which shall be duly endorsed by the holder thereof as directed by Lender or
accompanied by a written instrument of transfer in form and substance which
would be satisfactory to a prudent lender (including, without limitation,
such certificates, documents and instruments as may be required by the
depository institution holding such securities or the issuer thereof, as the
case may be, to effectuate book-entry transfers and pledges through the
book-entry facilities of such institution) in order to perfect upon the
delivery of the Defeasance Security Agreement the first priority security
interest therein in favor of Lender in conformity with all applicable state
and federal laws governing granting of such security interests;




     (3) a certificate of Borrower certifying that all of the requirements
set forth in this Section 5(b)(i) have been satisfied;




     (4) one or more opinions of counsel for Borrower in form and substance
and delivered by counsel which would be satisfactory to a prudent lender
stating, among other things, that (a) Lender has a perfected



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first priority security interest in the Defeasance Collateral and that
the Defeasance Security Agreement is enforceable against Borrower in
accordance with its terms, (b) in the event of a bankruptcy proceeding or
similar occurrence with respect to Borrower, none of the Defeasance
Collateral nor any proceeds thereof will be property of Borrower’s estate
under Section 541 of the U.S. Bankruptcy Code or any similar statute and the
grant of security interest therein to Lender shall not constitute an
avoidable preference under Section 547 of the U.S. Bankruptcy Code or
applicable state law, (c) the release of the lien of the Mortgage and the
pledge of Defeasance Collateral will not directly or indirectly result in or
cause any “real estate mortgage investment conduit” within the meaning of
Section 860D of the Internal Revenue Code that holds this Note (a “REMIC
Trust”) to fail to maintain its status as a REMIC Trust and (d) the
defeasance will not cause any REMIC Trust to be an “investment company”
under the Investment Company Act of 1940;




     (5) a certificate in form and scope which would be satisfactory to a
prudent lender from an independent certified public accountant acceptable to
Lender certifying that the Defeasance Collateral will generate amounts
sufficient to make all payments of principal and interest due under this
Note (including the scheduled outstanding principal balance of the Loan due
on the Maturity Date) up to and including the Monthly Payment Date which is
four (4) months prior to the Maturity Date, the Maturity Date or any Monthly
Payment Date between such dates; and




     (6) such other certificates, documents and instruments as a prudent
lender would require; and




     (7) in the event the Loan is held by a REMIC Trust, Lender has received
written confirmation from any Rating Agency rating any Securities that
substitution of the Defeasance Collateral will not result in a downgrade,
withdrawal, or qualification of the ratings then assigned to any of the
Securities.




     (ii) Upon compliance with the requirements of Section 5(b)(i), the Property shall be
released from the lien of the Mortgage and the other Loan Documents, and the Defeasance
Collateral shall constitute collateral which shall secure this Note and all other
obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and
deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage
and the other Loan Documents from the Property.




     (iii) Upon the release of the Property in accordance with this Section 5(b), Borrower
(at Lender’s sole and absolute discretion) shall (x) establish or designate a successor
entity, which shall be approved by the Rating Agencies (“Successor Borrower”) and (y)
assign all its obligations and rights under this Note, together with the pledged Defeasance
Collateral, to Successor Borrower. Successor Borrower shall execute an assignment and
assumption agreement in form and substance which would be satisfactory to a prudent lender
pursuant to which it shall assume Borrower’s obligations



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under this Note and the Defeasance Security Agreement. As conditions to such
assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of
counsel in form and substance and delivered by counsel which would be satisfactory to a
prudent lender stating, among other things, that such assignment and assumption agreement is
enforceable against Borrower and the Successor Borrower in accordance with its terms and
that this Note, the Defeasance Security Agreement and the other Loan Documents, as so
assigned and assumed, are enforceable against the Successor Borrower in accordance with
their respective terms, and opining to such other matters relating to Successor Borrower and
its organizational structure as Lender may require, and (B) pay all fees, costs and expenses
incurred by Lender or its agents in connection with such assignment and assumption
(including, without limitation, legal fees and expenses and for the review of the proposed
transferee and the preparation of the assignment and assumption agreement and related
certificates, documents and instruments and any fees payable to any Rating Agencies and
their counsel in connection with the issuance of the confirmation referred to above). Upon
such assignment and assumption, Borrower shall be relieved of its obligations hereunder,
under this Note, under the other Loan Documents and under the Defeasance Security Agreement,
except as expressly set forth in the assignment and assumption agreement.




     (iv) For purposes of this Article 5, “REMIC Prohibition Period” means the two-year
period commencing with the “startup day” within the meaning of Section 860G(a)(9) of the
Internal Revenue Code of any REMIC Trust that holds this Note. In no event shall Lender
have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with
respect to the Loan, except that Lender shall notify Borrower if any REMIC Prohibition
Period is in effect with respect to the Loan after receiving any notice described in Section
5(b)(i)(B); provided, however, that the failure of Lender to so notify
Borrower shall not impose any liability upon Lender or grant Borrower any right to defease
the Loan during any such REMIC Prohibition Period.



     (c) Involuntary Prepayment During the Lockout Period. During the Lockout Period, in
the event of any involuntary prepayment of the Loan or any other amount under this Note, whether in
whole or in part, in connection with or following Lender’s acceleration of this Note or otherwise,
and whether the Mortgage is satisfied or released by foreclosure (whether by power of sale or
judicial proceeding), deed in lieu of foreclosure or by any other means, including, without
limitation, repayment of the Loan by Borrower or any other Person pursuant to any statutory or
common law right of redemption, Borrower shall, in addition to any portion of the principal balance
of the Loan prepaid (together with all interest accrued and unpaid thereon and in the event the
prepayment is made on a date other than a Scheduled Payment Date, a sum equal to the amount of
interest which would have accrued under this Note on the amount of such prepayment if such
prepayment had occurred on the next Scheduled Payment Date), pay to Lender a prepayment premium in
an amount equal to the greater of (i) 1% of the portion of the Loan being prepaid, and (ii) the
present value as of the Prepayment Calculation Date of a series of monthly payments over the
remaining term of the Loan each equal to the amount of interest which would be due on the portion
of the Loan being prepaid assuming a per annum interest rate equal to the excess of the Note Rate
over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein,
“Reinvestment Yield” means the yield calculated by the linear interpolation of the yields, as
reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates



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under the heading “U.S. government securities” and the sub-heading “Treasury constant
maturities” for the week ending prior to the Prepayment Calculation Date, of the U.S. Treasury
constant maturities with maturity dates (one longer and one equal to or shorter) most nearly
approximating the Maturity Date, and converted to a monthly compounded nominal yield. In the event
Release H.15 is no longer published, Lender shall select a comparable publication to determine the
Reinvestment Yield. The “Prepayment Calculation Date” shall mean, as applicable, the date on which
(i) Lender applies any prepayment to the reduction of the outstanding principal amount of this
Note, (ii) Lender accelerates the Loan, in the case of a prepayment resulting from acceleration, or
(iii) Lender applies funds held under any Reserve Account, in the case of a prepayment resulting
from such an application (other than in connection with acceleration of the Loan).




     (d) Insurance Proceeds and Awards; Excess Interest. Notwithstanding any other
provision herein to the contrary, and provided no Default exists, Borrower shall not be required to
pay any prepayment premium in connection with any prepayment occurring solely as a result of (i)
the application of Insurance Proceeds or Awards pursuant to the terms of the Loan Documents, or
(ii) the application of any interest in excess of the maximum rate permitted by applicable law to
the reduction of the Loan.



     (e) After the Lockout Period. Commencing on the day the Lockout Period ends, and upon
giving Lender at least sixty (60) days (but not more than ninety (90) days) prior written notice,
Borrower may voluntarily prepay (without premium) this Note in whole (but not in part) on a
Scheduled Payment Date. Lender shall accept a prepayment pursuant to this Section 5(e) on a day
other than a Scheduled Payment Date provided that, in addition to payment of the full outstanding
principal balance of this Note, Borrower pays to Lender a sum equal to the amount of interest which
would have accrued on this Note if such prepayment occurred on the next Scheduled Payment Date.



     (f) Limitation on Partial Prepayments. In no event shall Lender have any obligation
to accept a partial prepayment.



Article 6 — Security




     This Note is secured by the Mortgage and the other Loan Documents. All of the terms,
covenants and conditions contained in the Loan Agreement, the Mortgage and the other Loan Documents
are hereby made part of this Note to the same extent and with the same force as if they were fully
set forth herein.



Article 7 — Usury Savings




     This Note is subject to the express condition that at no time shall Borrower be obligated or
required to pay interest on the principal balance of the Loan at a rate which could subject Lender
to either civil or criminal liability as a result of being in excess of the maximum nonusurious
interest rate, if any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the indebtedness evidenced by this Note and as provided for herein
or in the other Loan Documents, under the laws of such state or states whose laws are held by any
court of competent jurisdiction to govern the interest rate provisions of the Loan (such rate, the
“Maximum Legal Rate”). If, by the terms of this Note or the other Loan



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Documents, Borrower is at any time required or obligated to pay interest on the principal
balance due hereunder at a rate in excess of the Maximum Legal Rate, the Note Rate or the Default
Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and
all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in
reduction of principal and not on account of the interest due hereunder. All sums paid or agreed
to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall,
to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout
the full stated term of the Loan until payment in full so that the rate or amount of interest on
account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect
and applicable to the Loan for so long as the Loan is outstanding.




Article 8 — Late Payment Charge




     If any principal or interest payment is not paid by Borrower before the fifth (5th)
day after the date the same is due (or such greater period, if any, required by applicable law),
Borrower shall pay to Lender upon demand an amount equal to the lesser of four percent (4%) of such
unpaid sum or the maximum amount permitted by applicable law in order to defray the expense
incurred by Lender in handling and processing such delinquent payment and to compensate Lender for
the loss of the use of such delinquent payment. Any such amount shall be secured by the Mortgage
and the other Loan Documents to the extent permitted by applicable law.



Article 9 -No Oral Change




     This Note may not be modified, amended, waived, extended, changed, discharged or terminated
orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement
in writing signed by the party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.



Article 10 -Waivers




     Borrower and all others who may become liable for the payment of all or any part of the Debt
do hereby severally waive presentment and demand for payment, notice of dishonor, notice of
intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and
all other notices of any kind except as provided in the Loan Agreement. No release of any security
for the Debt or extension of time for payment of this Note or any installment hereof, and no
alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan
Documents made by agreement between Lender or any other Person shall release, modify, amend, waive,
extend, change, discharge, terminate or affect the liability of Borrower, and any other Person who
may become liable for the payment of all or any part of the Debt, under this Note, the Loan
Agreement or the other Loan Documents. No notice to or demand on Borrower shall be deemed to be a
waiver of the obligation of Borrower or of the right of Lender to take further action without
further notice or demand as provided for in this Note, the Loan Agreement or the other Loan
Documents. If Borrower is a limited liability company, the agreements herein contained shall
remain in force and be applicable, notwithstanding any changes in the individuals comprising the
limited liability company, and the term “Borrower,” as used herein, shall include any alternate or
successor limited liability company, but any predecessor limited liability company and its members
shall not thereby be released from any liability. If Borrower is a partnership, the agreements
herein contained shall remain in force and



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be applicable, notwithstanding any changes in the individuals comprising the partnership, and
the term “Borrower,” as used herein, shall include any alternate or successor partnership, but any
predecessor partnership and their partners shall not thereby be released from any liability. If
Borrower is a corporation, the agreements contained herein shall remain in full force and be
applicable notwithstanding any changes in the shareholders comprising, or the officers and
directors relating to, the corporation, and the term “Borrower” as used herein, shall include any
alternative or successor corporation, but any predecessor corporation shall not be relieved of
liability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or a
waiver of, any prohibition or restriction on transfers of interests in such borrowing entity which
may be set forth in the Loan Agreement, the Mortgage or any other Loan Documents.) If Borrower
consists of more than one person or party, the obligations and liabilities of each person or party
shall be joint and several.




Article 11 — Trial By Jury




     BORROWER AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF
RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL
NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING
IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY
BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS
TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF LENDER AND BORROWER IS
HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS
WAIVER BY BORROWER AND LENDER.



Article 12 — Transfer




     Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer, Lender
may deliver all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become vested with all the
rights herein or under applicable law given to Lender with respect thereto, and Lender shall
thereafter forever be relieved and fully discharged from any liability or responsibility in the
matter arising from events thereafter occurring; but Lender shall retain all rights hereby given to
it with respect to any liabilities and the collateral not so transferred.



Article 13 — Exculpation




     The provisions of Article 15 of the Loan Agreement are hereby incorporated by reference into
this Note to the same extent and with the same force as if fully set forth herein.



Article 14 — Governing Law




     This Note shall be governed, construed, applied and enforced in accordance with the laws of
the state in which the Property is located and applicable federal laws of the United States of
America.



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Article 15 — Notices




     All notices or other written communications hereunder shall be delivered in accordance with
Article 16 of the Loan Agreement.



Article 16 — Taxpayer Identification Number




     This Note provides for the Borrower’s federal taxpayer identification number to be inserted in
the Loan Terms Table on the first page of this Note. If such number is not available at the time
of execution of this Note or is not inserted by the Borrower, the Borrower hereby authorizes and
directs the Lender to fill in such number on the first page of this Note when the Borrower provides
to Lender, advises the Lender of, or the Lender otherwise obtains, such number.



Article 17 — Consolidated, Amended and Restated Promissory Note




     This Note evidences the new and additional indebtedness of $6,300,000.00 recited in the
Mortgage as being secured thereby and also the existing indebtedness of $19,200,000.00 remaining
unpaid on, and heretofore evidenced by, the bond(s), note(s), or obligations secured by those
certain mortgages contemporaneously assigned to Lender; it being the intention of this Note that it
shall constitute both a renewal, extension and modification of the terms of payment of such
existing indebtedness and also an expression of the terms of payment of such new and additional
indebtedness and shall restate the terms of such bonds, notes or obligations in their entirety.



[NO FURTHER TEXT ON THIS PAGE]





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     IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first above
written.



	 	 	 	 	 	 	 
	 

	 	BORROWER:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	APA 216TH STREET LLC, a Delaware

limited liability company
	 
	 	 	 	 	 	 
	 	 	By:	 	Acadia-P/A Holding Company, LLC, a

Delaware limited liability company, its

sole member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title: