Amended and Restated Mezzanine Promissory Note A-1



 Exhibit 10.6 
 AMENDED AND RESTATED MEZZANINE PROMISSORY NOTE A-1 
  

			
	 $281,250,000
	  	New York, New York
		  	Dated as of April, 1 2008
		  	Amended as of August 22, 2008

 FOR VALUE RECEIVED, each of the entities listed as a “Maker” on the signature pages to
this Note (collectively, the “Maker”), promises to pay to the order of GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Holder”) or to such other account
pursuant to such other wiring instruction as the Holder may from time to time designate in writing, the original principal amount of TWO EIGHTY ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($281,250,000), or so much thereof as may be outstanding
from time to time (the “Principal Amount”), together with interest thereon and all other amounts payable to the Holder under the Loan Documents with respect to the Loan, such principal, interest and other amounts to be payable as
provided in the Loan Agreement (as defined below) and the other Loan Documents. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement. 
 This Amended and Restated Mezzanine Promissory Note A-1 (this “Note”), together with that certain Amended and Restated Mezzanine
Promissory Note A-2 (the “Related Note”), dated as of April 1, 2008, and effective as of the date hereof, by Maker for the benefit of Citicorp North America, Inc. (“Citicorp”), replaces, but does not extinguish
the indebtedness evidenced by: (i) that certain Mezzanine Promissory Note A-1 by Maker for the benefit of Goldman Sachs Commercial Mortgage Capital, L.P., (ii) that certain Mezzanine Promissory Note A-2 by Maker for the benefit of Citicorp
and (iii) that certain Mezzanine Promissory Note A-3 by Maker for the benefit of SL Green Realty Corp., each dated as of April 1, 2008 (collectively, the “Original Notes”). This Note, together with the Related Note, amends
and restates the Original Notes in their entirety but does not constitute a novation thereof. 
 This Note is one of the Notes referred to in
that certain Amended and Restated Senior Mezzanine Loan Agreement, dated as of April 1, 2008, between the Maker, as borrower, and the Holder, as a lender (as amended, modified or supplemented and in effect from time to time, the “Loan
Agreement”) and evidences a portion of the Loan made by the Lender thereunder. Reference to the Loan Agreement is hereby made for a statement of the rights of the Holder and the duties and obligations of the Maker, but neither this
reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the Maker to pay the principal, interest and other amounts payable with respect to this Note when due. The Principal Amount
shall bear interest at the rates provided for in the Loan Agreement. 
 This Note is secured by the Pledge Agreement and the other security
interests and liens granted in the Loan Agreement and in other Loan Documents. 







 The principal sum evidenced by this Note, together with accrued interest and other sums or amounts due
hereunder, shall become immediately due and payable at the option of the Holder upon the occurrence and during the continuation of any Event of Default in accordance with the provisions of the Loan Agreement. 
 With respect to the amounts due and payable pursuant to this Note, the Maker waives demand, presentment and notice, except for notices required by the
Loan Documents. 
 In no event shall the amount of interest (and any other sums or amounts that are deemed to constitute interest under
applicable Legal Requirements) due or payable hereunder (including interest calculated at the Default Rate) exceed the maximum rate of interest designated by applicable Legal Requirements (the “Maximum Amount”), and in the event
such excess payment is inadvertently paid by the Maker or inadvertently received by the Holder, then such excess sum shall be credited as a payment of principal on this Note, and if in excess of the outstanding Principal Amount of this Note, shall
be immediately returned to the Maker upon such determination. It is the express intent hereof that the Maker not pay and the Holder not receive, directly or indirectly, interest in excess of the Maximum Amount. 
 Other than as expressly set forth in the Loan Documents, this Note may not be assigned in whole or in part by the Maker. The Holder shall have the right
from time to time at its discretion to assign this Note, in whole or in part, only by registration of such assignment on a register maintained as provided in the Loan Agreement. Maker’s obligations in connection with any such assignment shall
be as set forth in the Loan Documents. 
 The Holder shall not by any act, delay, omission or otherwise be deemed to have amended, modified,
supplemented, waived, extended, discharged or terminated any of its rights or remedies, except by an amendment, modification, supplement, waiver, extension, discharge or termination in writing and signed by the appropriate parties, as may be
applicable pursuant to the Loan Agreement. All rights and remedies of the Holder under the terms of this Note and applicable statutes or rules of law shall be cumulative, and may be exercised successively or concurrently. The Maker agrees that there
are no defenses, equities or setoffs with respect to the obligations set forth herein. 
 Wherever possible, each provision of this Note
shall be interpreted in such manner as to be effective and valid under applicable Legal Requirements, but if any provision of this Note shall be prohibited by or invalid under applicable Legal Requirements, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note. 
 The Holder may, at its option, release any Collateral given to secure the indebtedness evidenced hereby, and no such release shall impair the obligations of the Maker to the Holder under this Note and the other Loan Documents. 

This Note shall be governed by, and construed in accordance with, the laws of the State of New York. 
 ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE HOLDER OR THE MAKER ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE 

  

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INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK. THE MAKER, AND BY ACCEPTANCE OF THIS NOTE, THE HOLDER, HEREBY (i) IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM, AND (ii) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. 
 THE MAKER AND, BY ACCEPTANCE HEREOF, THE HOLDER, TO THE FULLEST EXTENT THAT EACH MAY LAWFULLY DO SO, WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION), BROUGHT BY EITHER PARTY HERETO WITH
RESPECT TO THIS NOTE OR THE OTHER LOAN DOCUMENTS. 
 The provisions of this Note shall be subject to the provisions of the Loan Agreement
including Section 9.19 of the Loan Agreement, the provisions of which are incorporated herein by this reference as if fully set forth herein. 
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 IN WITNESS WHEREOF, the Maker has caused this Note to be executed as of the day and year first above
written. 
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 IN WITNESS WHEREOF, the Maker has caused this Note to be executed as of the day and year first above
written. 
 MAKERS: 
  

									
	GKK STARS ACQUISITION LLC, a	 		 	AMERICAN FINANCIAL REALTY TRUST,
	Delaware limited liability company	 		 	a Maryland real estate investment trust
					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	Name:  Edward J. Matey, Jr.	 		 		 	Name:  Edward J. Matey, Jr.
		 	Title:  General Counsel and Vice President	 		 		 	Title:  General Counsel and Vice President
			
	FIRST STATES GROUP, L.P., a Delaware	 		 	AMERICAN FINANCIAL TRS, INC., a
	limited partnership	 		 	Delaware corporation
					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	Name:  Edward J. Matey, Jr.	 		 		 	Name:  Edward J. Matey, Jr.
		 	Title:  General Counsel and Vice President	 		 		 	Title:  General Counsel and Vice President
			
	FIRST STATES INVESTORS 104	 		 	FIRST STATES INVESTORS 240
	 HOLDINGS, L.P., a Delaware limited
 partnership
	 		 	HOLDINGS, LLC, a Delaware limited liability company
					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	Name:  Edward J. Matey, Jr.	 		 		 	Name:  Edward J. Matey, Jr.
		 	Title:  General Counsel and Vice President	 		 		 	Title:  General Counsel and Vice President

  
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	 FIRST STATES GROUP, LLC, a Delaware

	 limited liability company

		
	 By:
	 	    /s/ Edward J. Matey, Jr.
		 	 Name:  Edward J. Matey, Jr.

		 	 Title:  General Counsel and Vice President


  
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	 FIRST STATES INVESTORS 241
	 		 	 FIRST STATES INVESTORS 3300

	 HOLDINGS, LLC, a Delaware limited liability
 company
	 		 	 HOLDINGS, LLC, a Delaware limited liability
 company

					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	Name:  Edward J. Matey, Jr.	 		 		 	Name:  Edward J. Matey, Jr.
		 	Title:  General Counsel and Vice President	 		 		 	Title:  General Counsel and Vice President
			
	FIRST STATES INVESTORS 4000A, L.P.,	 		 	FIRST STATES INVESTORS 4100, LLC, a
	a Delaware limited partnership	 		 	Delaware limited liability company
					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	Name:  Edward J. Matey, Jr.	 		 		 	Name:  Edward J. Matey, Jr.
		 	Title:  General Counsel and Vice President	 		 		 	Title:  General Counsel and Vice President
			
	FIRST STATES INVESTORS 4600	 		 	FIRST STATES INVESTORS 5000 LLC,
	 HOLDINGS, L.P., a Delaware limited
 liability
company
	 		 	a Delaware limited liability company
		 		 	By:	 	    /s/ Edward J. Matey, Jr.
	By:	 	    /s/ Edward J. Matey, Jr.	 		 		 	Name:  Edward J. Matey, Jr.
		 	Name:  Edward J. Matey, Jr.	 		 		 	Title:  General Counsel and Vice President
		 	Title:  General Counsel and Vice President	 		 		 	
			
	 FIRST STATES INVESTORS 6000, LLC, a
	 		 	FIRST STATES INVESTORS 801, L.P.,
	Delaware limited liability company	 		 	a Pennsylvania limited partnership
					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	Name:  Edward J. Matey, Jr.	 		 		 	Name:  Edward J. Matey, Jr.
		 	Title:  General Counsel and Vice President	 		 		 	Title:  General Counsel and Vice President

  
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	FIRST STATES INVESTORS 923	 		 	FIRST STATES INVESTORS ASSET
	 HOLDINGS, L.P., a Delaware limited
 partnership
	 		 	 GROUP A, L.P., a Delaware limited
 partnership

					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	Name:  Edward J. Matey, Jr.	 		 		 	Name:   Edward J. Matey, Jr.
		 	Title:  General Counsel and Vice President	 		 		 	Title:   General Counsel and Vice President
			
	FIRST STATES INVESTORS 927	 		 	FIRST STATES INVESTORS GS POOL A
	HOLDINGS, LLC, a Delaware limited liability company	 		 	HOLDINGS, LLC, a Delaware limited liability company
					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	Name:  Edward J. Matey, Jr.	 		 		 	Name:  Edward J. Matey, Jr.
		 	Title:  General Counsel and Vice President	 		 		 	Title:   General Counsel and Vice President
			
	FIRST STATES INVESTORS GS POOL B	 		 	FIRST STATES INVESTORS, L.P.,
	HOLDINGS, L.P., a Delaware limited liability company	 		 	a Delaware limited partnership
					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	 Name:  Edward J. Matey, Jr.
	 		 		 	Name:   Edward J. Matey, Jr.
		 	 Title:  General Counsel and Vice President
	 		 		 	Title:   General Counsel and Vice President

  
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	 FIRST STATES PARTNERS III, L.P., a
 Delaware limited partnership
	 		 	 FIRST STATES PARTNERS, L.P., a
 Pennsylvania limited partnership

					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	Name:   Edward J. Matey, Jr.	 		 		 	Name:   Edward J. Matey, Jr.
		 	Title:   General Counsel and Vice President	 		 		 	Title:   General Counsel and Vice President
			
	 FIRST STATES PROPERTIES, L.P., a
 Pennsylvania limited partnership
	 		 	 FIRST STATES WILMINGTON JV, L.P., a
 Delaware limited partnership

					
	By:	 	    /s/ Edward J. Matey, Jr.	 		 	By:	 	    /s/ Edward J. Matey, Jr.
		 	Name:   Edward J. Matey, Jr.	 		 		 	Name:   Edward J. Matey, Jr.
		 	Title:   General Counsel and Vice President	 		 		 	Title:   General Counsel and Vice President

  
  
  
  
  
  
  
  
  
  

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