Exhibit 10.49


SECOND AMENDMENT TO CONSOLIDATED, AMENDED AND

RESTATED TERM LOAN AGREEMENT AND OMNIBUS

AMENDMENT AND RATIFICATION OF LOAN DOCUMENTS


          This Second
Amendment to Consolidated, Amended and Restated Term Loan Agreement and Omnibus
Amendment and Ratification of Loan Documents (the “Amendment”) is
entered into as of the 30th day of June, 2011, by and among ACADIA EAST FORDHAM ACQUISITIONS, LLC, a
limited liability company duly organized and validly existing under the laws of
the State of Delaware, formerly known as Acadia-PA East Fordham Acquisitions,
LLC (“Acquisitions”) and FORDHAM PLACE
OFFICE LLC, a limited liability company duly organized and validly
existing under the laws of the State of Delaware (“Office”, and together
with Acquisitions, jointly and severally, singly and collectively, the “Borrower”),
ACADIA
STRATEGIC OPPORTUNITY FUND II, LLC, a Delaware limited liability
company (“Guarantor”), each of the lenders that is a signatory hereto
identified under the caption “LENDERS” on the signature page hereof
(individually, each a “Lender” and collectively the “Lenders”) and EUROHYPO AG,
NEW YORK BRANCH, the New York branch of a German banking
corporation, as administrative agent for such Lenders (in such capacity, the “Administrative
Agent”), having an office at 1114 Avenue of the Americas, New York,
New York 10036, in consideration of the mutual covenants contained herein and
benefits to be derived herefrom.


WITNESSETH:


          WHEREAS,
the Borrower, Administrative Agent and the Lenders entered into a certain loan
arrangement (the “Loan Arrangement”) evidenced, in part, by that certain
Consolidated, Amended and Restated Term Loan Agreement dated as of November 4,
2009, by and among the Borrower, the Lenders and the Administrative Agent, as
amended by that certain First Amendment to Consolidated, Amended and Restated
Term Loan Agreement dated as of February 1, 2010 (as the same may be further
amended, restated, replaced, supplemented or otherwise modified from time to
time, collectively, the “Loan Agreement”) and certain promissory notes
in the original aggregate principal amount of $86,000,000.00, each made payable
to the respective Lender by the Borrower (as may be amended, restated,
replaced, supplemented or otherwise modified from time to time, singly and
collectively, the “Note”); and


          WHEREAS,
the obligations of the Borrower under the Loan Arrangement, including, without
limitation, those obligations of the Borrower under the Loan Agreement and
Note, are secured by, among others, that certain (i) Mortgage Consolidation and
Modification Agreement, dated as of November 4, 2009, by and between the
Borrower and the Administrative Agent, and recorded in the Office of the City
Register of the City of New York on November 16, 2009 as CRFN 2009000381998 (as
may be amended, restated, replaced, supplemented or otherwise modified from
time to time, the “Mortgage”), (ii) Assignment of Contracts,
Governmental Approvals and Other Project Documents, dated as of October 5,
2007, made by the Borrower in favor of the Administrative Agent, as amended by
that certain Amendment To and Reaffirmation of Loan Documents, dated as of
November 4, 2009 (as may be further amended, restated, replaced, supplemented
or otherwise modified from time to time, collectively, the “Assignment of
Contracts”), (iii) Co-Borrower Guaranty, dated as of October 5, 2007, made
by Acquisitions in favor of the Administrative Agent and the Lenders, as
amended by that certain Amendment To


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and Reaffirmation of Loan Documents, dated
as of November 4, 2009 (as may be further amended, restated, replaced,
supplemented or otherwise modified from time to time, collectively, the “Acquisitions
Guaranty”), (iv) Co-Borrower Guaranty, dated as of October 5, 2007, made by
Office in favor of Administrative Agent and the Lenders, as amended by that
certain Amendment To and Reaffirmation of Loan
Documents, dated as of November 4, 2009 (as may be further amended, restated,
replaced, supplemented or otherwise modified from time to time, collectively,
the “Office Guaranty” and, together with the Acquisitions Guaranty,
collectively, the “Co-Borrower Guaranty”), (v) Indemnity, Subrogation
and Contribution Agreement, dated as of October 5, 2007, between the Borrower
and the Administrative Agent, as amended by that certain Amendment To and
Reaffirmation of Loan Documents, dated as of November 4, 2009 (as may be
further amended, restated, replaced, supplemented or otherwise modified from
time to time, collectively, the “Contribution Agreement”) and (vi)
Property Manager’s Consent and Subordination of Management Agreement, dated as
of October 5, 2007, by and among the Borrower, Acadia-P/A Management Services
LLC and the Administrative Agent, as amended by that certain Amendment To and
Reaffirmation of Consent and Subordination, dated as of November 4, 2009 (as
may be further amended, restated, replaced, supplemented or otherwise modified
from time to time, collectively, the “Consent and Subordination”); and


          WHEREAS, to
induce the Administrative Agent and the Lenders to extend credit to the
Borrower as provided for in the Loan Agreement and the Note, Guarantor
guaranteed certain of the obligations of the Borrower to the Administrative
Agent and the Lenders under the Loan Arrangement pursuant to that certain (i)
Completion Guaranty, dated as October 5, 2007, as amended by that certain
Amendment and Reaffirmation of Guaranty, dated as of November 4, 2009 (as may
be further amended, restated, replaced, supplemented or otherwise modified from
time to time, collectively, the “Completion Guaranty”), and (b) that
certain Recourse Guaranty, dated as of October 5, 2007, as amended by that
certain Amendment and Reaffirmation of Guaranty, dated as of November 4, 2009
(as may be further amended, restated, replaced, supplemented or otherwise
modified from time to time, collectively, the “Recourse Guaranty” and,
together with the Completion Guaranty, collectively, the “Guaranty”);
and


          WHEREAS,
the Borrower and the Guarantor have agreed to indemnify the Administrative
Agent and the Lenders in accordance with the terms and provisions of that
certain Environmental Indemnity Agreement, dated as of October 5, 2007, as
amended by that certain Amendment and Reaffirmation of Environmental Indemnity,
dated as of November 4, 2009 (as may be further amended, restated, replaced,
supplemented or otherwise modified from time to time, the “Environmental
Indemnity”, and together with the Loan Agreement, the Note, the Mortgage,
the Assignment of Contracts, the Co-Borrower Guaranty, the Contribution
Agreement, the Consent and Subordination, the Guaranty and any and all other
documents, instruments and agreements entered into by and among the
Administrative Agent, the Lenders, the Borrower and the Guarantor with respect
to the Loan Arrangement, the “Loan
Documents”); and


          WHEREAS, as
a result of, and in accordance with, the Borrower’s request, the Borrower, the
Guarantor, the Administrative Agent and the Lenders have agreed to amend and
modify the Loan Arrangement as provided herein. 


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          NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Borrower, the Guarantor, the Administrative
Agent and the Lenders agree as follows:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Definitions.
 Unless otherwise defined herein, all capitalized terms used herein shall have
 the meaning set forth in the Loan Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Amendments to Loan Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 The definition of “Debt Service Coverage Ratio” set forth in Section
 1.1(55) of the Loan Agreement is hereby deleted in its entirety. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 The definition of “Debt Yield” set forth in Section 1.1(56) of the
 Loan Agreement is hereby deleted in its entirety.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 The definition of “Low DSCR Release Event” set forth in Section 1.1(109)
 of the Loan Agreement is hereby deleted in its entirety and replaced with the
 following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “(109) “Low DSCR Release Event” means, at any
 time after the occurrence of a Low DSCR Trigger Event, that the Pro Forma
 Debt Service Coverage Ratio shall, for one consecutive calendar or fiscal
 quarter, be at or above 1.45:1.00.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 The definition of “Low DSCR Trigger Event” set forth in Section
 1.1(110) of the Loan Agreement is hereby deleted in its entirety and replaced
 with the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “(110) “Low DSCR Trigger Event” means, at any
 time prior to the Maturity Date, that the Pro Forma Debt Service Coverage
 Ratio for any calendar quarter is less than 1.45:1.00.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 The definition of “Low DSCR Trigger Period” set forth in Section
 1.1(111) of the Loan Agreement is hereby deleted in its entirety and replaced
 with the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “(111) “Low DSCR Trigger Period” means from
 April 1, 2011 until the occurrence of a Low DSCR Release Event, and
 thereafter the period of time after a Low DSCR Trigger Event until the
 occurrence of a Low DSCR Release Event.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 The definition of “Maturity Date” set forth in Section 1.1(116) of
 the Loan Agreement is hereby deleted in its entirety and replaced with the
 following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “(116) “Maturity Date” means the earlier of
 (a) September 30, 2012 or (b) any earlier date on which all of the
 Loans are required to be paid in full, by acceleration or otherwise, under
 this Agreement or any of the other Loan Documents. There is no option to
 extend the Maturity Date and all references to any extension options are null
 and void.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 The definition of “Operating Expenses” set forth in Section 1.1(127)
 of the Loan Agreement is hereby deleted in its entirety and replaced with the
 following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “(127) “Operating
 Expenses” means all reasonable and necessary expenses actually
 incurred in operating the Project in the ordinary course of business
 calculated in accordance with GAAP which are directly associated with and
 fairly allocable to the 

 


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 Project for
 the applicable period, including annualized ad valorem real estate taxes and
 assessments, capital expenditures at an imputed rate of $0.10 per square foot
 on an annualized basis of gross leasable area at the Project, annualized
 insurance premiums, regularly scheduled tax impounds paid to Administrative
 Agent, maintenance costs, management fees and costs in an amount equal to the
 greater of the management fees and costs actually paid or an imputed rate of
 four percent (4%) of Operating Revenues, accounting, legal, and other
 professional fees, fees relating to environmental and Net Cash Flow and Net
 Operating Income audits, and other expenses incurred by Administrative Agent
 and reimbursed by Borrower under this Agreement and the other Loan Documents,
 deposits to any capital replacement reserves required by Administrative
 Agent, wages, salaries, and personnel expenses, but excluding Debt Service,
 capital expenditures, any of the foregoing expenses which are paid from
 deposits to cash reserves previously included as Operating Expenses, any
 payment or expense for which Borrower was or is to be reimbursed from
 proceeds of the Loans or insurance or by any third party, and any non-cash
 charges such as depreciation and amortization. Any management fee or other
 expense payable to Borrower or to an Affiliate of Borrower shall be included
 as an Operating Expense only with Administrative Agent’s prior approval.
 Operating Expenses shall not include federal, state or local income taxes or
 legal and other professional fees unrelated to the operation of the Project.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 h.

 	
 The definition of “Operating Revenues” set forth in Section 1.1(128)
 of the Loan Agreement is hereby deleted in its entirety and replaced with the
 following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “(128) “Operating Revenues” means all cash
 receipts of Borrower from operation of the Project or otherwise arising in
 respect of the Project after the date hereof which are properly allocable to
 the Project for the applicable period (subject to an underwritten market
 vacancy rate of not less than 8%), including receipts from leases and parking
 agreements (including percentage rental income based upon the three (3) month
 period immediately preceding the date of calculation), concession fees and
 charges and other miscellaneous operating revenues, proceeds from rental or
 business interruption insurance, withdrawals from cash reserves (except to
 the extent any operating expenses paid therewith are excluded from Operating
 Expenses), in all cases, determined in accordance with GAAP but without
 taking into account straight-lining of rents and extraordinary revenues
 (including, but not limited to, lease termination payments) and FAS 141R
 adjustments, but excluding (a) all rent and other revenues received during
 the applicable period from tenants that, at any time during the applicable
 period, are subject to a Bankruptcy Proceeding, unless such Bankruptcy
 Proceeding has been closed, and the subject tenant has not been discharged
 from its obligations under the subject lease and/or the rental payments due
 and/or paid by such tenant to Borrower cannot be disgorged from Borrower, (b)
 rent and other revenues from tenants that have been in default on the payment
 of rent under their respective leases for more than thirty (30) days, (c)
 rent and other revenues from tenants under leases which have remaining terms
 of less than twelve (12) months from the date of calculation (including rent
 and other revenues from tenants under month-to-month leases), (d) security
 deposits and earnest money deposits until
 they are forfeited by the depositor, (e) advance rentals (i.e. more than
 thirty (30) days in advance)
 until they are earned, (f) lump sum lease buy-out payments made by tenants in
 connection with any surrender, cancellation or termination of their lease,
 and (g) proceeds from a sale or other disposition.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 i.

 	
 The definition of “Pro Forma Operating Revenues” set forth in Section
 1.1(145) of the Loan Agreement is hereby deleted in its entirety and replaced
 with the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “(145) “Pro Forma Operating Revenues” means,
 for any period, the sum of (a) Adjusted Operating Revenues and (b) pro forma
 net effective rental income from tenants 

 


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 who have executed leases, are not yet required to commence paying rent
 for the applicable period, but are required to commence paying rent within
 three (3) months from the date of calculation.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 j.

 	
 The
 definition of “TI/LC Reserve Account” is hereby added to Section 1.1 of the
 Loan Agreement in the appropriate alphabetic location:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 ““TI/LC
 Reserve Account” has the meaning assigned to such term in the
 Cash Management Agreement.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 k.

 	
 The
 definition of “TI/LC Reserve Fund” is hereby added to Section 1.1 of the Loan
 Agreement in the appropriate alphabetic location:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 ““TI/LC Reserve Fund” has the meaning assigned to such
 term in Section 4.2.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 l.

 	
 Section 2.5 of the Loan Agreement is hereby deleted in its entirety.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 m.

 	
 Section 2.11 of the Loan Agreement is hereby amended by deleting the
 reference to “one quarter of one percent (0.25%)” and replacing it with “one
 half of one percent (0.50%).”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 n.

 	
 Section 3.2(2)(a)(viii) of the Loan Agreement is hereby amended by
 replacing the terms “Debt Service Coverage Ratio” with “Pro Forma Debt
 Service Coverage Ratio.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o.

 	
 Section 4.2 of the Loan Agreement is hereby deleted in its entirety
 and replaced with the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “Section
 4.2 Tenant Improvement/Leasing Reserve Letter of Credit.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Borrower has provided to Administrative Agent for the benefit of the
 Lenders an unconditional, irrevocable standby letter of credit (the “TI/LC
 Letter of Credit”) in the amount of $4,561,377.00 to be used
 for the payment of future tenant improvements, base building construction
 costs and leasing commissions, which TI/LC Letter of Credit conforms with the
 requirements of a Collateral Letter of Credit (except that the TI/LC Letter
 of Credit shall not be required to include an “evergreen” automatic renewal
 provision). In addition, on June 30, 2011, Borrower shall deposit
 $5,148,623.00 (said amount, together with any other funds which may be
 deposited in accordance with subsections (1) or (2) of this Section 4.2,
 being, collectively, the “TI/LC Reserve Fund”) in the TI/LC Reserve Account.
 The amount of the TI/LC Letter of Credit and the TI/LC Reserve Fund shall be
 reduced (with such reduction being allocated first against the TI/LC Reserve
 Fund) upon the written request of Borrower made not more than once per
 calendar month, in connection with the payment by Borrower of amounts for
 tenant improvements, base building construction costs and leasing commissions
 for newly executed leases entered into at the Project which have been
 approved by Administrative Agent or are deemed approved pursuant to Section
 6.2 hereof. In the event that the 7th and 8th floors of
 the Office Component are leased to multiple tenants and the net leasable
 square feet (“NSRF”) is determined to be approximately 95,265, then in such
 event, reductions to the TI/LC Letter of Credit shall be calculated using
 amounts equal to (i) the lesser of (X) actual tenant improvement costs or
 base building construction costs, as applicable, or (Y) $88.00 per net
 leasable square foot with respect to the space on floors 2, 6, 7 and 9
 through and including 14 of the Office Component, (ii) the lesser of (X)
 actual tenant improvement costs or base building construction costs, as
 applicable, or (Y) 

 


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 $23.00 per net leasable square foot with respect to the space on
 floor 8 of the Office Component, and (iii) the lesser of (X) actual leasing
 commissions or (Y) $18.00 per net leasable square of space at the Office
 Component. Notwithstanding the foregoing sentence, in the event that the 7th
 and 8th floors of the Office Component are leased to a single
 tenant and the NRSF is determined to be approximately 101,653, then in such
 event, reductions to the TI/LC Letter of Credit shall be calculated using
 amounts equal to (i) the lesser of (X) actual tenant improvement costs or
 base building constructions costs, as applicable, or (Y) 77.50 per net
 leasable square foot with respect to the space on floors 2 and 6 through and
 including 14 of the Office Component, and (ii) the lesser of (X) actual
 leasing commissions or (Y) $18.00 per net leasable square of space at the
 Office Component. Any savings incurred from the foregoing as a result of the
 actual cost being less than the maximum reduction amount set forth above in
 the preceding sentences, as applicable, shall be made available in connection
 with reductions to the TI/LC Letter of Credit with respect to future leases
 at the Project on terms mutually agreeable between the Administrative Agent
 and the Borrower. The TI/LC Letter of Credit shall be subject to each of the
 terms and conditions set forth in Section 4.5 with respect to a Collateral
 Letter of Credit subject to the following additional terms:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (1) At
 least forty-five (45) days prior to the expiration date of the TI/LC Letter
 of Credit and each renewal and extension thereof, Borrower shall either (i)
 deliver to Administrative Agent on behalf of the Lenders a replacement,
 extension or renewal TI/LC Letter of Credit in the stated amount equal to (x)
 $9,710,000.00, less (y) any reduction as provided above in this Section 4.2,
 less (z) the amount then on deposit in TI/LC Reserve Account (the “Required
 Amount”), in accordance with the terms hereof, or (ii) deposit in the TI/LC
 Reserve Account the Required Amount.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (2)
 Following a draw by Administrative Agent on the TI/LC Letter of Credit solely
 because of the failure to either furnish Administrative Agent with a
 replacement or renewal of the TI/LC Letter of Credit or deposit in the TI/LC
 Reserve Account the required amount pursuant to subsection (1) above,
 Administrative Agent will deposit such proceeds in the TI/LC Reserve Account
 for the purposes for which such TI/LC Letter of Credit was delivered.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (3)
 Administrative Agent shall be entitled to draw upon any proceeds held in the
 TI/LC Reserve Account to the extent Borrower is entitled to a reduction in
 such amount as provided for above it and such shall be subject to
 disbursement to Borrower on the same basis as reductions to the TI/LC Reserve
 Fund are calculated, as described above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (4) Any
 amendments or modifications to the TI/LC Letter of Credit shall be at the
 sole cost and expense of the Borrower, and Borrower shall pay all of
 Administrative Agent’s fees and expenses in connection therewith.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 p.

 	
 Section 4.3 of the Loan Agreement is hereby replaced with the
 following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “Section 4.3 Low DSCR Account. During any Low DSCR
 Trigger Period, any funds deposited into the Low DSCR Account shall be
 applied by the Administrative Agent to the payment of principal under the Loans.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 q.

 	
 Section 4.5(2) of the Loan Agreement is hereby amended by adding to
 the end thereof the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “If Administrative Agent draws upon a Collateral Letter of Credit
 pursuant to the terms of this subsection (2), then Administrative
 Agent shall apply the proceeds thereof to the payment of the Loans in such
 manner as Administrative Agent may determine.”

 


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 r.

 	
 Section 9.16 of the Loan Agreement is hereby deleted in its entirety.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 s.

 	
 Section 8.1 of the Loan Agreement is hereby amended by replacing the
 term “Debt Service Coverage Ratio” with “Pro Forma Debt Service Coverage
 Ratio.”

 
	
  

 	
  

 	
  

 
	
  

 	
 t.

 	
 Section 10.10 of the Loan Agreement is hereby deleted in its
 entirety.

 
	
  

 	
  

 	
  

 
	
  

 	
 u.

 	
 Schedule 1
 to the Loan Agreement (“Commitments”) is hereby deleted in its entirety, and
 Schedule 1 attached hereto as Exhibit A is hereby substituted in its
 stead.

 
	
  

 	
  

 	
  

 
	
  

 	
 v.

 	
 Schedule
 7.28 to the Loan Agreement (“Organizational Chart”) is hereby deleted in its
 entirety, and Schedule 1 attached hereto as Exhibit B is hereby
 substituted in its stead.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Loan
 Documents. All references in the Loan Documents to
 the “Loan Agreement” shall mean the Loan Agreement as amended by this
 Amendment.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Outstanding
 Principal Balance. As of the date hereof, the parties
 hereto acknowledge and agree that the outstanding principal balance under the
 Loans is $85,184,266.18.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Waiver of Claims. The Borrower and the
 Guarantor each acknowledge, confirm and agree that, to its knowledge, as of
 the date hereof, it has no offsets, defenses, claims or counterclaims against
 Administrative Agent or the Lenders with respect to any of its liabilities
 and Obligations owing to Administrative Agent or the Lenders, and, to the
 extent that the Borrower or Guarantor currently has or has ever had any such
 offsets, defenses, claims or counterclaims, the Borrower and Guarantor hereby
 specifically WAIVE and RELEASE any and all rights to such offsets, defenses,
 claims or counterclaims, provided, that the foregoing shall not act as a waiver
 or release of any offsets, defenses, claims, or counterclaims Borrower or
 Guarantor may have subsequent to the date hereof.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Ratification. The Borrower and Guarantor
 each hereby ratify, confirm and reaffirm all covenants, warranties and
 representations set forth in the Loan Agreement and the other Loan Documents
 to which it is a party as being true as of the date hereof (taking into
 account any knowledge or other qualifiers contained in such covenants,
 warranties, and representations). Without limiting the generality of the
 foregoing, the Borrower and Guarantor each hereby warrant and represent to
 Administrative Agent and the Lenders that, upon the effectiveness of this
 Amendment, no Event of Default will have occurred and be continuing. Except as
 amended hereby, all terms and conditions of the Loan Agreement and the other
 Loan Documents shall remain in full force and effect and are hereby ratified
 and confirmed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 Conditions to Effectiveness. This Amendment
 shall not be effective until each of the following have been satisfied:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 This
 Amendment shall have been duly executed and delivered by the respective
 parties hereto.

 


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 b.

 	
 The Borrower
 shall have delivered to the Administrative Agent a modification fee in the
 amount of $425,921.33.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 The Borrower
 shall have paid all costs and expenses of Administrative Agent and Lenders,
 including, without limitation, reasonable attorneys’ fees in connection with
 the preparation, negotiation, execution and delivery of this Amendment.

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 The Borrower
 shall have satisfied such reasonable requirements of Administrative Agent in
 order to effectuate the terms of the Amendment.

 
	
  

 	
  

 	
  

 
	
 8.

 	
 Miscellaneous.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 This Amendment may be executed in several counterparts and by each party
 on a separate counterpart, each of which when so executed and delivered shall
 be an original, and all of which together shall constitute one instrument.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 This Amendment expresses the entire understanding of the parties with
 respect to the transactions contemplated hereby. No prior negotiations or
 discussions shall limit, modify, or otherwise affect the provisions hereof.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Any determination that any provision of this Amendment or any
 application hereof is invalid, illegal or unenforceable in any respect and in
 any instance shall not affect the validity, legality, or enforceability of
 such provision in any other instance, or the validity, legality or
 enforceability of any other provisions of this Amendment.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 The Borrower and the Guarantor warrant and represent that the
 Borrower and the Guarantor have consulted with independent legal counsel of
 their selection in connection with this Amendment and are not relying on any
 representations or warranties of Administrative Agent or its counsel in
 entering into this Amendment.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 Governing
 Law. This Agreement is and shall be deemed to be a
 contract entered into pursuant to the laws of the State of New York and shall
 in all respects be governed, construed, applied and enforced in accordance
 with the laws of the State of New York.

 


[Remainder of Page Intentionally Left Blank]


8





          This
Amendment shall take effect as of the date first written above.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BORROWER:

 	
 ACADIA EAST
 FORDHAM ACQUISITIONS, LLC, a Delaware limited liability company

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert
 Masters

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Robert
 Masters

 
	
  

 	
  

 	
 Title:
   Senior Vice President – Secretary 

 
	
  

 	
  

 	
  

 
	
  

 	
 FORDHAM
 PLACE OFFICE LLC,

 
	
  

 	
 a Delaware
 limited liability company

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert
 Masters

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Robert
 Masters

 
	
  

 	
  

 	
 Title:
   Senior Vice President – Secretary

 
	
  

 	
  

 	
  

 
	
 GUARANTOR:

 	
 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, a Delaware limited partnership, its sole member

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
 Acadia
 Realty Trust, a Maryland real estate investment trust, its general partner

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 By:

 	
 /s/ Robert
 Masters

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Name: Robert
 Masters

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Title:
   Senior Vice President-Secretary

 






Signature Page to Second Amendment









	
  

 	
  

 	
  

 	
  

 
	
 ADMINISTRATIVE AGENT:

 	
 EUROHYPO AG,
 NEW YORK BRANCH, as

 Administrative Agent

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Lisa
 Komm

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 Lisa Komm

 
	
  

 	
  

 	
 Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ John
 Hayes

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 John Hayes

 
	
  

 	
  

 	
 Title:

 	
 Director

 
	
  

 	
  

 	
  

 	
  

 
	
 LENDER:

 	
 EUROHYPO AG,
 NEW YORK BRANCH

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Lisa
 Komm

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 Lisa Komm

 
	
  

 	
  

 	
 Title:

 	
 Vice
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ John
 Hayes

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 John Hayes

 
	
  

 	
  

 	
 Title: 

 	
 Director

 


Signature Page to Second Amendment









	
  

 	
  

 	
  

 	
  

 
	
 LENDER:

 	
 DEUTSCHE
 GENOSSENSCHAFTS -

 HYPOTHEKENBANK AG

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Joachim
 Gielens

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 Joachim
 Gielens

 
	
  

 	
  

 	
 Title:

 	
 Authorized
 Signatory

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Erik
 Wallenius

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 Erik
 Wallenius

 
	
  

 	
  

 	
 Title:

 	
 Authorized
 Signatory

 


Signature Page to Second Amendment









	
  

 	
  

 	
  

 	
  

 
	
 LENDER:

 	
 TD BANK, as
 successor-in-interest to

 Commerce Bank, N.A.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ John
 Valladores

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 John
 Valladores

 
	
  

 	
  

 	
 Title: 

 	
 Vice
 President

 


Signature Page to Second Amendment





Exhibit A


Revised Schedule 1 to Loan Agreement


SCHEDULE
1


COMMITMENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 LENDER

 	
  

 	
 COMMITMENT

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
  

 	
  

 	
 Eurohypo AG
 New York Branch

 	
  

 	
 $

 	
 52,150,400.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
  

 	
  

 	
 Deutsche
 Genossenschafts-Hypothekenbank AG

 	
  

 	
 $

 	
 20,313,200.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
  

 	
  

 	
 TD Bank,
 N.A.

 	
  

 	
 $

 	
 13,536,400.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total
 Commitment:

 	
  

 	
 $

 	
 86,000,000.00

 	
  

 









Exhibit B


Revised Schedule 7.28 to Loan Agreement


SCHEDULE
7.28


ORGANIZATIONAL
CHART


400 East Fordham Road

     Bronx, New York















THIS REPLACEMENT NOTE AMENDS, RESTATES AND
REPLACES IN ITS ENTIRETY THAT CERTAIN (I) REPLACEMENT NOTE FROM ACADIA-PA EAST
FORDHAM ACQUISITIONS, LLC AND FORDHAM PLACE OFFICE LLC TO EUROHYPO AG, NEW YORK
BRANCH DATED NOVEMBER 4, 2009 IN THE ORIGINAL PRINCIPAL AMOUNT OF
$34,099,000.00 AND (II) REPLACEMENT NOTE FROM ACADIA-PA EAST FORDHAM
ACQUISITIONS, LLC AND FORDHAM PLACE OFFICE LLC TO AMALGAMATED BANK DATED
NOVEMBER 4, 2009 IN THE ORIGINAL PRINCIPAL AMOUNT OF $18,051,400.00.


REPLACEMENT NOTE


	
  

 	
  

 
	
 $51,655,750.54

 	
 June 30, 2011

 
	
  

 	
 New York, New York

 


          FOR VALUE
RECEIVED, ACADIA EAST FORDHAM ACQUISITIONS, LLC, formerly known as Acadia-PA
East Fordham Acquisitions, LLC, and FORDHAM PLACE OFFICE LLC, each a Delaware
limited liability company (“Borrower”), hereby promises to pay to
EUROHYPO AG, NEW YORK BRANCH (the “Lender”), for account of its respective
Applicable Lending Offices provided for by the Agreement referred to below, at
the principal office of Eurohypo AG, New York Branch, at 1114 Avenue of the
Americas, New York, New York 10036, the principal sum of Fifty-One Million Six
Hundred Fifty-Five Thousand Seven Hundred Fifty and 54/100 Dollars
($51,655,750.54) (or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans made by the Lender to Borrower under the
Agreement), in lawful money of the United States of America and in immediately
available funds, on the dates and in the principal amounts provided in the Agreement,
and to pay interest on the unpaid principal amount of each such Loan, at such
office, in like money and funds, for the period commencing on the date of such
Loan until such Loan shall be paid in full, at the rates per annum and on the
dates provided in the Agreement.


          The date,
amount, Type, interest rate and duration of Interest Period (if applicable) of
each Loan made by the Lender to Borrower, and each payment made on account of
the principal thereof, shall be recorded by the Lender on its books and, prior
to any transfer of this Note, endorsed by the Lender on the schedule attached
hereto or any continuation thereof, provided that the failure of the Lender to
make any such recordation or endorsement shall not affect the obligations of Borrower
to make a payment when due of any amount owing under the Agreement or hereunder
in respect of the Loans made by the Lender.


          This Note
is one of the Notes referred to in that certain Consolidated, Amended and
Restated Term Loan Agreement dated as November 4, 2009, as amended by that
certain First Amendment to Consolidated, Amended and Restated Term Loan
Agreement dated as of February 1, 2010, as further amended by that certain
Second Amendment to Consolidated, Amended and Restated Term Loan Agreement and
Omnibus Amendment and Ratification of Loan Documents (as modified,
supplemented, extended and in effect from time to time, the “Agreement”)
between Borrower, the lenders party thereto (including the Lender) and Eurohypo
AG, New York Branch, as Administrative Agent, and evidences Loans made by the
Lender 





thereunder. Terms used but not defined in this Note have the respective
meanings assigned to them in the Agreement.


          The
Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and
conditions specified therein.


          Except as
expressly permitted by Section 12.24 of the Agreement, this Note may not
be assigned by the Lender to any other Person.


          This Note
shall be governed by, and construed in accordance with, the law of the State of
New York without regard to conflicts of laws principles other than Section
5-1401 of the General Obligations Law of the State of New York.


          As long as
a Hedge Agreement with the Eurohypo Counterparty is in effect, the interest
payable under this Note shall be increased or decreased from time to time in
accordance with such Hedge Agreement. Therefore, this Note also evidences such
amounts as may become due and payable by Borrower under the Hedge Agreement
with the Eurohypo Counterparty, including, without limitation, any amount
payable upon or in connection with termination of such Hedge Agreement, all of
which sums shall be deemed to constitute “Additional Interest” evidenced hereby
and payable pursuant to this Note and in accordance with the terms and
provisions of the Hedge Agreement with a Eurohypo Counterparty.


[Remainder of page intentionally left blank]


2





          IN
WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date
first above written.


	
  

 	
  

 	
  

 
	
  

 	
 ACADIA EAST
 FORDHAM ACQUISITIONS, LLC,

 
	
  

 	
 a Delaware
 limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert
 Masters

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Robert
 Masters

 
	
  

 	
  

 	
 Title:   Senior
 Vice President – Secretary

 
	
  

 	
  

 	
  

 
	
  

 	
 FORDHAM
 PLACE OFFICE LLC,

 
	
  

 	
 a Delaware
 limited liability company

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert
 Masters

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Robert
 Masters

 
	
  

 	
  

 	
 Title:   Senior
 Vice President – Secretary

 


Signature Page to Replacement Note (Eurohypo)





SCHEDULE OF LOANS


                    This
Note evidences Loans made, Continued or Converted under the within-described
Agreement to Borrower, on the dates, in the principal amounts, of the Types,
bearing interest at the rates and having Interest Periods (if applicable) of
the durations set forth below, subject to the payments, Continuations,
Conversions and prepayments of principal set forth below:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date

 Made, 

 Continued

 or

 Converted

 	
  

 	
 Principal

 Amount of

 Loan

 	
  

 	
 Type

 of

 Loan

 	
  

 	
 Interest

 Rate

 	
  

 	
 Duration

 of

 Interest

 Period

 	
  

 	
 Amount

 Paid,

 Prepaid,

 Continued

 or

 Converted

 	
  

 	
 Unpaid 

 Principal 

 Amount

 	
  

 	
 Notation

 Made

 by

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 


Signature Page to Replacement Note (Eurohypo)






FIRST
AMENDMENT TO CASH MANAGEMENT AND SECURITY AGREEMENT


          THIS
FIRST AMENDMENT TO CASH MANAGEMENT AND SECURITY AGREEMENT
(this “First Amendment”), is made as of June 30, 2011, by and among
ACADIA EAST
FORDHAM ACQUISITIONS, LLC, a limited liability company duly organized and validly existing under
the laws of the State of Delaware, formerly known as Acadia-PA East
Fordham Acquisitions, LLC (“Acquisitions”) and FORDHAM PLACE OFFICE LLC,
a limited liability company duly organized and validly existing under the laws
of the State of Delaware (“Office”, and together with
Acquisitions, jointly and severally, singly and collectively, the “Borrower”), each having its principal place of
business at c/o Acadia Realty Trust, 1311 Mamaroneck Avenue, Suite 260, White
Plains, NY 10605, EUROHYPO AG, NEW YORK
BRANCH, as Administrative Agent for the lenders referred to below
(in such capacity, together with its successors in such capacity, the “Administrative
Agent”), having an office at 1114 Avenue of the Americas, New York, New
York 10036, WELLS FARGO BANK, N.A.,
a national banking association (the “Depository Bank”) having an office
at 1320 Willow Pass Road, Suite 300, Concord, California 94520, and ACADIA URBAN
MANAGEMENT SERVICES LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware,
formerly known as Acadia-P/A Management Services LLC (“Manager”), having
its principal place of business at c/o Acadia Realty Trust, 1311 Mamaroneck
Avenue, Suite 260, White Plains, NY 10605. All capitalized terms not otherwise defined herein shall have the same
meaning ascribed to such terms and set forth under the Cash Management
Agreement (as defined herein).


W I T N E S S E T H:  


          WHEREAS,
Borrower, certain lenders and the Administrative Agent are parties to that
certain Consolidated, Amended and Restated Term Loan Agreement dated as of
November 4, 2009, by and among the Borrower, the Lenders and the Administrative
Agent, as amended by that certain First Amendment to Consolidated, Amended and
Restated Term Loan Agreement dated as of February 1, 2010, as further amended
by that certain Second Amendment to Consolidated, Amended and Restated Term
Loan Agreement dated as of the date hereof (as the same may be further amended,
restated, replaced, supplemented or otherwise modified from time to time,
collectively the “Loan Agreement”), which Loan Agreement provides, among
other things, for Loans to be made by the lenders party thereto from time to
time (collectively, the “Lenders”) to Borrower in an aggregate principal
amount not exceeding $86,000,000.00 to finance the property located at 2502 Webster Avenue, 2504 Webster
Avenue, and 400-414 East Fordham Road, a/k/a 4747-4763 Park Avenue, a/k/a
2506-2526 Webster Avenue in the County of Bronx, State of New York; and


          WHEREAS,
as a condition to making the Loans, the Administrative Agent and the Lenders
required the Borrower, the Manager and the Depository Bank to execute and
deliver that certain Cash Management and Security Agreement dated as of
November 24, 2009 (as amended, supplemented or otherwise modified from time to
time, the “Cash Management Agreement”),



1





which governs the use and disbursement of any funds in the Accounts (as
defined in the Cash Management Agreement); and


          WHEREAS,
the parties to the Cash Management Agreement desire to modify and amend certain
provisions of the Cash Management Agreement, as more particularly set forth in
this First Amendment.


          NOW,
THEREFORE, in consideration of the premises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


	
  

 	
  

 	
  

 
	
 1.

 	
 The definition of “Accounts” in the Definitions Section of the Cash
 Management Agreement is hereby deleted in its entirety and replaced with the
 following:

 
	
  

 	
  

 
	
  

 	
  

 	
 ““Accounts” shall mean, collectively, the Clearing Account, the Cash
 Management Account, the Debt Service Account, the Tax and Insurance Reserve
 Account, the Additional Cash Collateral Account, the Low DSCR Account, the
 Casualty/Taking Account, the Agent-Controlled Account, Property Expenses
 Account and the TI/LC Reserve Account and all other subaccounts established
 pursuant to the terms of this Agreement.”

 
	
  

 	
  

 	
  

 
	
 2.

 	
 The definition of “Low DSCR Trigger Period” is hereby added to the
 Definitions Section of the Cash Management Agreement in the appropriate
 alphabetic location:

 
	
  

 	
  

 
	
  

 	
  

 	
 “Low DSCR Trigger Period” shall have meaning assigned to such
 term in the Loan Agreement.”

 
	
  

 	
  

 	
  

 
	
 3.

 	
 The definition of “Property Expenses Account” is hereby added to the
 Definitions Section of the Cash Management Agreement in the appropriate
 alphabetic location:

 
	
  

 	
  

 
	
  

 	
  

 	
 ““Property Expenses Account” shall have the meaning assigned
 to such term in Section 2.1(h).” 

 
	
  

 	
  

 	
  

 
	
 4.

 	
 The definition of “TI/LC Reserve Account” is hereby added to the Definitions
 Section of the Cash Management Agreement in the appropriate alphabetic
 location:

 
	
  

 	
  

 
	
  

 	
  

 	
 ““TI/LC Reserve Account” shall have the meaning assigned to
 such term in Section 2.1(i).”

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Section 2.1(g) of the Cash Management Account is hereby deleted in
 its entirety and replaced with the following:

 
	
  

 	
  

 
	
  

 	
  

 	
 “(g) A sub-account of the Cash Management Account into which Borrower
 shall deposit, or cause to be deposited, all amounts required to be deposited
 and disbursed by Administrative Agent pursuant to Section 4.3 of the Loan
 Agreement (the “Low DSCR Account”).”

 
	
  

 	
  

 	
  

 
	
 6.

 	
 The following is hereby added as Section 2.1(h) to the Cash
 Management Agreement:

 
	
  

 	
  

 
	
  

 	
  

 	
 “(h) A subaccount of the Cash Management Account into which Borrower
 shall deposit, or cause to be deposited, the amounts required for the payment
 of the monthly budgeted operating expenses for such month, as set forth in a
 budget approved by Administrative Agent in accordance with Section 8.4 of the
 Loan Agreement (the “Property Expenses Account”).”

 


2









	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 The following is hereby added as Section 2.1(i) to the Cash
 Management Agreement:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 “(i) A subaccount of the Cash Management Account into which Borrower
 shall deposit, or cause to be deposited, the amounts required pursuant to
 Section 4.2 of the Loan Agreement (the “TI/LC Reserve Account”).”

 
	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 Section 3.3 of the Cash Management Agreement is hereby deleted in its
 entirety and replaced with the following:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           “Section
 3.3 Disbursements from Cash Management Account prior to an Event of
 Default.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (a) From
 and after April 1, 2011, pursuant to the Clearing Account Agreement, the
 Clearing Bank shall be required to withdraw all available funds on deposit in
 the Clearing Account on every Business Day and wire transfer such funds into
 the Cash Management Account. Provided that no Event of Default exists and
 subject to Section 3.3(b) below, on each Payment Date commencing on
 the Payment Date occurring in July, 2011, the Depository Bank shall disburse
 all funds in the Cash Management Account (in amounts designated by the
 Administrative Agent in writing as to clauses (i) through (iv) below), in the
 following amounts and order of priority:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     (i)
 First, funds sufficient to pay the real estate taxes and insurance premiums
 in accordance with Section 4.1 of the Loan Agreement on the applicable
 Payment Date, which amount shall be deposited in the Tax and Insurance
 Reserve Account;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     (ii)
 Second,
 funds sufficient to pay the aggregate amount of scheduled principal and/or
 interest payments under the Notes (collectively, the “Monthly Debt Service
 Payment Amount”) on the applicable Payment Date, which amount shall be
 deposited in the Debt Service Account;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     (iii)
 Third, funds sufficient to pay the monthly budgeted operating expenses (as
 set forth in a budget approved by Administrative Agent in accordance with
 Section 8.4 of the Loan Agreement) for the calendar month of the applicable
 Payment Date (the “Monthly Property Expenses Amount”), which amount
 shall be deposited in the Property Expenses Account; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     (iv)
 Fourth, during a Low DSCR Trigger Period, all cash flow in excess of such
 amounts required to satisfy the deposits required under subsection (i) –
 (iii) above shall be deposited in the Low DSCR Account.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (b)
 Provided no Low DSCR Trigger Period has occurred and is continuing, and
 provided no Event of Default has occurred and is continuing, all cash flow in excess of such amounts
 required to satisfy the deposits required under subsection (i) – (iii) above
 shall be paid to Borrower on the applicable Payment Date by deposit into an
 account designated in writing by Borrower from time to time (the “Borrower
 Account”) for use by Borrower to the extent not prohibited by the Loan
 Documents.”

 
	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 Section 3.4 of the Cash Management Agreement is hereby deleted in its
 entirety and replaced with the following:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     “Section
 3.4 Disbursements from Cash Management Account during an Event of Default.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     While
 any Event of Default exists, the Depository Bank shall disburse the funds in
 the Cash Management Account to the Agent-Controlled Account or otherwise in
 accordance with the instructions of the Administrative Agent, and in such
 event, the Administrative Agent shall have no obligation to apply or direct
 the application of funds held in the Cash Management Account or Agent-

 


3









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Controlled Account to any
 other Account or expense, and shall have all of its rights and remedies with
 respect thereto set forth in Section 5.2.”

 
	
  

 	
  

 	
  

 
	
 10.

 	
 Section 4.1 of the Cash Management Agreement is hereby deleted in its
 entirety and replaced with the following:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           “Section 4.1
 Withdrawals from Tax and Insurance Reserve Account, Debt Service Account,
 Property Expenses Account and Low DSCR Account. So long as no
 Event of Default has occurred and is continuing, the Depository Bank shall
 withdraw all funds on deposit in the Cash Management Account and in the
 subaccounts thereof and disburse such funds at the written request of the
 Administrative Agent as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (a) Disbursement
 from Tax and Insurance Reserve Account. The Depository Bank shall disburse
 funds on deposit in the Tax and Insurance Reserve Account pursuant to the
 written instructions of Administrative Agent necessary to pay real estate
 taxes and insurance premiums in accordance with Section 4.1 of the Loan
 Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (b) Disbursement
 from Debt Service Account. On each Payment Date, Depository Bank shall
 disburse funds on deposit in the Debt Service Account to Administrative Agent
 for the payment of the Monthly Debt Service Payment Amount.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (c) Disbursement
 from Property Expenses Account. On each Payment Date, the Depository Bank
 shall disburse funds on deposit in the Property Expense Account to Borrower
 for payment of the Monthly Property Expenses Amount.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (d) Disbursement
 from Low DSCR Account. On each Payment Date, the Depository Bank shall
 disburse funds (if any) on deposit in the Low DSCR Account to Administrative
 Agent for the payment of principal under the Loans.”

 
	
  

 	
  

 	
  

 
	
 11.

 	
 Section 4.2 of the Cash Management Agreement is hereby deleted in its
 entirety and replaced with the following:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           “Section
 4.2 Requests for Withdrawals from Certain Reserve Accounts. The Depository Bank shall disburse
 funds on deposit in the Additional Cash Collateral Account, the
 Casualty/Taking Account and the TI/LC Reserve Account in accordance with the
 written request of the Administrative Agent in accordance with the Loan
 Agreement, and shall not make any withdrawals from the foregoing accounts
 other than in compliance with the instructions set forth in such written
 request.”

 
	
  

 	
  

 	
  

 
	
 12.

 	
 Borrower and Administrative Agent hereby acknowledge and agree that a
 Low DSCR Trigger Period (as defined in the Loan Agreement) occurred as of
 March 31, 2011 and is continuing under the Loan Agreement.

 
	
  

 	
  

 	
  

 
	
 13.

 	
 Except as specifically amended hereby, the Cash Management Agreement
 shall remain in full force and effect and the Borrower, the Manager and the
 Depository Bank hereby reaffirm all covenants contained therein as of the
 date hereof. The Cash Management Agreement, as modified hereby, and as
 provided in said Cash Management Agreement is upon the condition that all
 covenants and agreements of the Borrower, the Manager and the Depository Bank
 contained therein and herein shall be kept and fully performed for any breach
 of which condition the holder hereof shall have all the rights and remedies
 set forth in the Cash Management Agreement.

 


4









	
  

 	
  

 
	
 14.

 	
 This First Amendment and any amendment hereof may be executed in
 several counterparts and by each party on a separate counterpart, each of which
 when so executed and delivered shall be an original, and all of which
 together shall constitute one instrument.

 


[Remainder of page intentionally left blank]


5





          IN
WITNESS WHEREOF, the parties hereto have duly executed
this First Amendment as of the day and year first above written.


	
  

 	
  

 	
  

 
	
 BORROWER:

 	
 ACADIA EAST
 FORDHAM ACQUISITIONS, LLC, 

 a Delaware limited liability company

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert
 Masters

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Robert
 Masters

 
	
  

 	
  

 	
 Title:   Senior
 Vice President – Secretary

 






	
  

 	
  

 	
  

 
	
  

 	
 FORDHAM PLACE
 OFFICE LLC,

 
	
  

 	
 a Delaware
 limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert
 Masters

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Robert
 Masters

 
	
  

 	
 Title:   Senior
 Vice President – Secretary

 






	
  

 	
  

 	
  

 
	
 MANAGER:

 	
 ACADIA URBAN MANAGEMENT SERVICES LLC,

 a Delaware limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert Masters

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Robert Masters

 
	
  

 	
 Title:   Senior Vice
 President

 


[Signature Page to
First Amendment to Cash Management and Security Agreement]









	
  

 	
  

 	
  

 
	
 ADMINISTRATIVE AGENT:

 	
 EUROHYPO AG,
 NEW YORK BRANCH, as

 Administrative Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Lisa
 Komm

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Lisa
 Komm

 
	
  

 	
  

 	
 Title:   Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ John
 Hayes

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: John
 Hayes

 
	
  

 	
  

 	
 Title:   Director

 


[Signature Page to
First Amendment to Cash Management and Security Agreement]









	
  

 	
  

 	
  

 
	
 DEPOSITORY BANK:

 	
 WELLS FARGO BANK, N.A., 

 a national banking association

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Perry J. Monroe

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Perry J. Monroe

 
	
  

 	
  

 	
 Title:   Assistant Vice
 President

 


[Signature Page to
First Amendment to Cash Management and Security Agreement]