AMENDED AND RESTATED LOAN AGREEMENT between Acadia Storage Post Portfolio Company LLC as Borrower and GENERAL ELECTRIC CAPITAL CORPORATION as Lender Dated as of August 25, 2011 1

EXHIBIT A–LEGAL DESCRIPTION OF PROJECT

EXHIBIT B–BUDGET

SCHEDULE 2.1–ADVANCE CONDITIONS

SCHEDULE 2.4(1)–CAPITAL IMPROVEMENTS RESERVE

SCHEDULE 4.1–ORGANIZATIONAL MATTERS

ALL that certain tract or parcel of land and premises, situate, lying and being in the City of Jersey City, in the County of Hudson, and State of New Jersey, more particularly described as follows:

BEGINNING at the intersection of the southwesterly line of Broadway (N.J. State Highway Route No. 1 and 9) with the northwesterly line of Mead Avenue and running thence:

(1)    South 45 degrees 00 minutes 00 seconds West, along the said line of Mead Avenue, 293.04 feet to a point; thence

(2)    North 46 degrees 59 minutes 31 seconds West, along the lands of the Jersey City Housing Authority known as the "Marion Gardens," adjoining on the southwest, 358.80 feet to the southerly line of N.J. State Highway Route 1 and 9; thence

(3)    On a curve to the right with a radius of 1552.63 feet, along the said southerly line of N.J. State Highway Route 1 and 9 and also along the former line of Freeman Avenue, vacated March 20, 1973, an arc distance of 344.91 feet, to the aforesaid line of Broadway; thence

(4)    South 45 degrees 00 minutes 00 seconds East, partly along the former line of Freeman Avenue, and along the aforesaid southwesterly line of Broadway, 200.06 feet to the point or place of BEGINNING.

BEING further described in accordance with a survey drawn by Mountain View Layout, dated November 22, 2007 and last revised January 28, 2008 as follows:

BEGINNING at the intersection of the southwesterly line of Broadway (N.J. State Highway Route No. 1 and 9) with the southerly line of Lincoln Highway (N.J. State Highway Route No. 1 and 9) and running thence:

(1)    South 45 degrees 00 minutes 00 seconds East, along the aforesaid southwesterly line of Broadway, 200.06 feet to the point of intersection of the said line of Broadway and the northwesterly line of Mead Avenue: thence

(2)    South 45 degrees 00 minutes 00 seconds West, along the said line of Mead Avenue, 293.04 feet to a point; thence

(3)    North 46 degrees 59 minutes 31 seconds West, 358.80 feet to the southerly line of Lincoln Highway (N.J. State Highway Route 1 and 9); thence

(4)    On a curve to the right with a radius of 1552.63 feet, along the said southerly line of Lincoln Highway (N.J. State Highway Route 1 and 9), an arc distance of 344.91 feet to the point and place of BEGNNING.

ALL that certain tract or parcel of land and premises, situate, lying and being in the City of Linden, in the County of Union, and State of New Jersey, more particularly described as follows:

BEGINNING at a point in the northeasterly sideline of Park Avenue (60.00 feet wide), said point being North 49 degrees 37 minutes 30 seconds West, 295.00 feet as measured along said line from the intersection of the same with the northwesterly right of way of Edgar Road, (U.S. Route 1 & 9), (100.00 feet wide) and running thence:

(1)    Along the aforesaid lien of Park Avenue, North 49 degrees 37 minutes 30 seconds West, 330.03 feet; thence

(2)    Along the southeasterly line of lands now or formerly of Bell-Atlantic-New Jersey, Inc., North 40 degrees 22 minutes 30 seconds East, 380.44 feet; thence

(3)    Along the southeasterly line of lands now or formerly of Jon Jay Corp., North 43 degrees 25 minutes 00 seconds East, 194.86 feet; thence

(4)    Along the southwesterly line of lands now or formerly of Jeanette Blitz and Mark S. Blitz, South 46 degrees 35 minutes 00 seconds East, 244.93 feet; thence

(5)    Along the northwesterly line of lands now or formerly of Howard H. Gelb and Eunice Gelb, South 32 degrees 45 minutes 45 seconds West, 566.92 feet to the point of BEGINNING.

 

THIS MORTGAGE MODIFICATION AGREEMENT (this “Agreement”) is executed as of August 25, 2011, by ACADIA STORAGE POST PORTFOLIO COMPANY LLC, a Delaware limited liability company (“Mortgagor”), whose address for notice hereunder is c/o Acadia Realty Trust, 1311 Mamaroneck Ave., Suite 260, White Plains, NY 10605, for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Mortgagee”), whose address for notice is 280 Park Ave., 8th Floor, New York, NY 10017.

WHEREAS, Mortgagor and Mortgagee are parties to that certain Loan Agreement, dated as of March 17, 2008 (the “Original Loan Agreement”), pursuant to which Mortgagee made a loan to Mortgagor in the original principal amount of $41,500,000.00 (the “Original Loan”);

WHEREAS, the Original Loan is evidenced by that certain Promissory Note, dated as of March 17, 2008, in the stated principal amount of $41,500,000, executed by Mortgagor, and payable to the order of Mortgagee (the “Existing Note”);

WHEREAS, Mortgagor is the owner of those certain premises more particularly described in Schedule A annexed hereto and made a part hereof (the “Premises”);

WHEREAS, in order to secure the full and timely payment of, among other things, the sum of all principal, interest and other amounts due under, and the full and timely performance of all obligations made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in, the Original Loan Agreement, Mortgagor executed and delivered to Mortgagee (i) that certain Mortgage, Security Agreement and Fixture Filing dated as of March 17, 2008 and recorded in the Union County Clerk’s Office on March 20, 2008 in Book 12441, Page 263 (the “Existing Mortgage”), and (ii) that certain Assignment of Rents and Leases dated as of March 17, 2008 and recorded in the Union County Clerk’s Office on March 20, 2008 in Book 12441, Page 282 (the “Existing Collateral Assignment”);

WHEREAS, there is now due under and owing on the Original Loan Agreement and the Existing Note the principal amount of $41,500,000.00;

WHEREAS, Mortgagor and Mortgagee desire and have agreed (i) to increase the principal amount of the Original Loan to $42,000,000.00 (the “Increased Loan”), and (ii) to modify and restate in their entirety the terms and conditions of the Original Loan Agreement and the Existing Note.

NOW, THEREFORE, in consideration of the mutual premises herein contained and other good and valuable consideration, the receipt and legal sufficiency whereof are hereby acknowledged, Mortgagor and Mortgagee hereby agree as follows:

1.All capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Existing Mortgage.

2.    From and after the date hereof, the following terms used in the Existing Mortgage and the Existing Collateral Assignment shall have the following meanings:

All references to the “Indebtedness” shall be deemed to mean and refer to the sum of all

(1) principal, interest and other amounts due under or secured by the Loan Documents, (2) principal, interest and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Mortgaged Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby, and (3) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Mortgage; provided, however, that for purposes of this Mortgage the Indebtedness shall not include (X) the principal, interest and other amounts evidenced by the Promissory Note of even date, executed by Mortgagor, payable to the order of Mortgagee, in the stated principal amount of $6,831,464.00, and evidencing a portion of the Increased Loan (the “Ridgewood Promissory Note”), (Y) the principal, interest and other amounts due under or secured by the Mortgage, Security Agreement and Fixture Filing securing the Ridgewood Promissory Note executed and delivered by Mortgagor to Mortgagee and encumbering the Ridgewood Parcel (as defined in the Amended and Restated Loan Agreement) (the “Ridgewood Mortgage”) , and (Z) any other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by the Ridgewood Mortgage.

All references to the “Loan Agreement” shall be deemed to mean and refer to the Amended and Restated Loan Agreement.

All references to the “Loan Documents” shall be deemed to mean and refer to the (1) Amended and Restated Loan Agreement of even date between Mortgagor and Mortgagee (the “Amended and Restated Loan Agreement”), (2) Amended and Restated Promissory Note of even date, executed by Mortgagor, payable to the order of Mortgagee, in the stated principal amount of $35,168,536.00 (the “Amended and Restated Note”), which matures on August 24, 2013, (3) the Mortgage, (4) all other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the Indebtedness or the performance of the Obligations and (5) all modifications, restatements, extensions, renewals and replacements of the foregoing; provided, however, that for purposes of this Mortgage, the Loan Documents shall not include the Ridgewood Promissory Note, the Ridgewood Mortgage and any other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the indebtedness or the performance of the obligations under the Ridgewood Note and the Ridgewood Mortgage.

All references to the “Mortgage” shall be deemed to mean and refer to the Existing Mortgage as modified by this Agreement.

All references to the “Note” shall be deemed to mean and refer to the Amended and Restated Note.

All references to the “Obligations” shall be deemed to mean and refer to all of the agreements, covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in the Loan Documents; provided, however, that for purposes of this Mortgage, the Obligations shall not include the agreements, covenants, conditions, warranties, representations and other obligations made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in the Ridgewood Promissory Note, the Ridgewood Mortgage and any other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the indebtedness or the performance of the obligations under the Ridgewood Note and the Ridgewood Mortgage.

3.    Except as expressly amended hereby, all of the representations, warranties, provisions, covenants, terms and conditions of the Existing Mortgage and the Existing Collateral Assignment shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Mortgagor.

4.    This Agreement may not be modified, amended, waived, changed or terminated orally, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment, waiver, change or termination is sought.

5.    This Agreement shall be binding upon and inure to the benefit of Mortgagor and Mortgagee and their respective successors and assigns.

6.    This Agreement may be executed in any number of duplicate originals and each such duplicate original shall be deemed to constitute but one and the same instrument.

7.    This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of New Jersey, without giving effect to the principles of conflicts of laws.

8.    Mortgagor represents and warrants (i) that as of the date hereof there is secured by the Existing Mortgage, as modified hereby, the principal amount of $35,168,536.00, plus interest, (ii) that as of the date hereof it has no counterclaims, defenses or offsets to the indebtedness evidenced by or to the enforcement of the Existing Mortgages as hereby modified, (iii) that Mortgagor has the full power, authority and legal right to execute this Agreement and to keep and observe all of the terms of this Agreement on Mortgagor’s part to be performed and observed without the consent or approval of any other person or entity and (iv) the undersigned representative of Mortgagor has the full power, authority and legal right to execute this Agreement without the consent or approval of any other person or entity.

9.    Mortgagor and Mortgagee each hereby irrevocably waive their respective rights to a jury trial in any action, proceeding or counterclaim arising out of or relating to this Agreement and Mortgagor also waives the right, in such action, proceeding or counterclaim, to interpose any counterclaims (except to the extent that such counterclaims are compulsory and may not be brought in a separate action) of any kind or description.

IN WITNESS WHEREOF, Mortgagor and Mortgagee have executed this Mortgage Modification Agreement as of the day and year first set forth above.

Debra Leibler-Jones

Notary Public, State of New York

No. 01LE6005994

Qualified in Dutchess County

Commission Expires April 20, 2014

Marsha Chandler

Notary Public, State of Texas

My Commission Expires March 24, 2013

ALL that certain tract or parcel of land and premises, situate, lying and being in the City of Linden, in the County of Union, and State of New Jersey, more particularly described as follows:

BEGINNING at a point in the northeasterly sideline of Park Avenue (60.00 feet wide), said point being North 49 degrees 37 minutes 30 seconds West, 295.00 feet as measured along said line from the intersection of the same with the northwesterly right of way of Edgar Road, (U.S. Route 1 & 9), (100.00 feet wide) and running thence:

(1)    Along the aforesaid lien of Park Avenue, North 49 degrees 37 minutes 30 seconds West, 330.03 feet; thence

(2)    Along the southeasterly line of lands now or formerly of Bell-Atlantic-New Jersey, Inc., North 40 degrees 22 minutes 30 seconds East, 380.44 feet; thence

(3)    Along the southeasterly line of lands now or formerly of Jon Jay Corp., North 43 degrees 25 minutes 00 seconds East, 194.86 feet; thence

(4)    Along the southwesterly line of lands now or formerly of Jeanette Blitz and Mark S. Blitz, South 46 degrees 35 minutes 00 seconds East, 244.93 feet; thence

(5)    Along the northwesterly line of lands now or formerly of Howard H. Gelb and Eunice Gelb, South 32 degrees 45 minutes 45 seconds West, 566.92 feet to the point of BEGINNING.

THIS MORTGAGE MODIFICATION AGREEMENT (this “Agreement”) is executed as of August 25, 2011, by ACADIA STORAGE POST PORTFOLIO COMPANY LLC, a Delaware limited liability company ("Mortgagor"), whose address for notice hereunder is c/o Acadia Realty Trust, 1311 Mamaroneck Ave., Suite 260, White Plains, NY 10605, for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("Mortgagee"), whose address for notice is 280 Park Ave., 8th Floor, New York, NY 10017.

WHEREAS, Mortgagor and Mortgagee are parties to that certain Loan Agreement, dated as of March 17, 2008 (the “Original Loan Agreement”), pursuant to which Mortgagee made a loan to Mortgagor in the original principal amount of $41,500,000.00 (the “Original Loan”);

WHEREAS, the Original Loan is evidenced by that certain Promissory Note, dated as of March 17, 2008, in the stated principal amount of $41,500,000, executed by Mortgagor, and payable to the order of Mortgagee (the “Existing Note”);

WHEREAS, Mortgagor is the owner of those certain premises more particularly described in Schedule A annexed hereto and made a part hereof (the “Premises”);

WHEREAS, in order to secure the full and timely payment of, among other things, the sum of all principal, interest and other amounts due under, and the full and timely performance of all obligations made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in, the Original Loan Agreement, Mortgagor executed and delivered to Mortgagee (i) that certain Mortgage, Security Agreement and Fixture Filing dated as of March 17, 2008 and recorded in the Nassau County Clerk's Office on March 28, 2008 in Liber 32837, page 205 (the “Existing Mortgage”), and (ii) that certain Assignment of Rents and Leases dated as of March 17, 2008 and recorded in the Nassau County Clerk's Office on March 28, 2008 in Liber 32837, page 233 (the “Existing Collateral Assignment”);

WHEREAS, there is now due under and owing on the Original Loan Agreement and the Existing Note the principal amount of $41,500,000.00;

WHEREAS, the maximum aggregate principal amount of indebtedness that is, or under any contingency may be, secured by the Existing Mortgage and the Existing Collateral Assignment is $13,040,000.00;

WHEREAS, Mortgagor and Mortgagee desire and have agreed (i) to increase the principal amount of the Original Loan to $42,000,000.00 (the “Increased Loan”), and (ii) to modify and restate in their entirety the terms and conditions of the Original Loan Agreement and the Existing Note

NOW, THEREFORE, in consideration of the mutual premises herein contained and other good and valuable consideration, the receipt and legal sufficiency whereof are hereby acknowledged, Mortgagor and Mortgagee hereby agree as follows:

1.All capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Existing Mortgage.

2.    From and after the date hereof, the following terms used in the Existing Mortgage

and the Existing Collateral Assignment shall have the following meanings:

All references to the "Indebtedness" shall be deemed to mean and refer to the sum of all (1) principal, interest and other amounts due under or secured by the Loan Documents, (2) principal, interest and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Mortgaged Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby, and (3) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Mortgage; provided, however, that for purposes of this Mortgage the Indebtedness shall not include (X) the principal, interest and other amounts evidenced by the Promissory Note of even date, executed by Mortgagor, payable to the order of Mortgagee, in the stated principal amount of $6,831,464.00, and evidencing a portion of the Increased Loan (the “Ridgewood Promissory Note”), (Y) the principal, interest and other amounts due under or secured by the Mortgage, Security Agreement and Fixture Filing securing the Ridgewood Promissory Note executed and delivered by Mortgagor to Mortgagee and encumbering the Ridgewood Parcel (as defined in the Amended and Restated Loan Agreement) (the “Ridgewood Mortgage”) , and (Z) any other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by the Ridgewood Mortgage.

All references to the “Loan Agreement” shall be deemed to mean and refer to the Amended and Restated Loan Agreement.

All references to the "Loan Documents" shall be deemed to mean and refer to the (1) Amended and Restated Loan Agreement of even date between Mortgagor and Mortgagee (the "Amended and Restated Loan Agreement"), (2) Amended and Restated Promissory Note of even date, executed by Mortgagor, payable to the order of Mortgagee, in the stated principal amount of $35,168,536.00 (the "Amended and Restated Note"), which matures on August 31, 2013, (3) the Mortgage, (4) all other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the Indebtedness or the performance of the Obligations and (5) all modifications, restatements, extensions, renewals and replacements of the foregoing; provided, however, that for purposes of this Mortgage, the Loan Documents shall not include the Ridgewood Promissory Note, the Ridgewood Mortgage and any other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the indebtedness or the performance of the obligations under the Ridgewood Note and the Ridgewood Mortgage.

All references to the “Mortgage” shall be deemed to mean and refer to the Existing Mortgage as modified by this Agreement.

All references to the “Note” shall be deemed to mean and refer to the Amended and Restated Note.

All references to the "Obligations" shall be deemed to mean and refer to all of the agreements, covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in the Loan Documents; provided, however, that for purposes of this Mortgage, the Obligations shall not include the agreements, covenants, conditions, warranties, representations and other obligations made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in the Ridgewood Promissory Note, the Ridgewood

Mortgage and any other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the indebtedness or the performance of the obligations under the Ridgewood Note and the Ridgewood Mortgage.

3.    Notwithstanding anything to the contrary contained in the Mortgage, as modified hereby, or the Existing Collateral Assignment, the maximum aggregate principal amount of Indebtedness that is, or under any contingency may be, secured by the Mortgage, as modified hereby, and by the Existing Collateral Assignment either at execution of this Agreement or at any time thereafter (the “Secured Amount”), is $13,040,000.00, plus interest thereon and any amounts that Mortgagee expends upon and following the occurrence of any Event of Default (as defined in the Mortgage) to the extent that any such amounts shall constitute payment of (i) taxes that may be imposed by law upon the Premises; (ii) premiums on insurance policies covering the Premises; (iii) expenses incurred in upholding the lien of the Mortgage, as modified hereby, including the expenses of any litigation to prosecute or defend the rights and lien created by the Mortgage, as modified hereby; or (iv) any amount, cost or change to which Mortgagee becomes subrogated, upon payment, whether under recognized principles of law or equity, or under express statutory authority; then, and in each such event, such amounts or costs, together with interest thereon at the Default Rate (as defined in the Amended and Restated Loan Agreement), shall be added to the indebtedness secured hereby and shall be secured by the Mortgage, as modified hereby.

4.    Except as expressly amended hereby, all of the representations, warranties, provisions, covenants, terms and conditions of the Existing Mortgage and the Existing Collateral Assignment shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Mortgagor.

5.    This Agreement may not be modified, amended, waived, changed or terminated orally, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment, waiver, change or termination is sought.

6.    This Agreement shall be binding upon and inure to the benefit of Mortgagor and Mortgagee and their respective successors and assigns.

7.    This Agreement may be executed in any number of duplicate originals and each such duplicate original shall be deemed to constitute but one and the same instrument.

8.    This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of New York, without giving effect to the principles of conflicts of laws.

9.    Mortgagor represents and warrants (i) that as of the date hereof there is secured by the Existing Mortgage, as modified hereby, the principal amount of $11,676,000.00, plus interest, (ii) that as of the date hereof it has no counterclaims, defenses or offsets to the indebtedness evidenced by or to the enforcement of the Existing Mortgages as hereby consolidated, coordinated, modified, amended and restated in their entirety, (iii) that Mortgagor has the full power, authority and legal right to execute this Agreement and to keep and observe all of the terms of this Agreement on Mortgagor’s part to be performed and observed without the consent or approval of any other person or entity and (iv) the undersigned representative of Mortgagor has the full power, authority and legal right to execute this Agreement without the consent or approval of any other person or entity.

10.    Mortgagor and Mortgagee each hereby irrevocably waive their respective rights to a jury trial in any action, proceeding or counterclaim arising out of or relating to this Agreement and Mortgagor also waives the right, in such action, proceeding or counterclaim, to interpose any

counterclaims (except to the extent that such counterclaims are compulsory and may not be brought in a separate action) of any kind or description.

IN WITNESS WHEREOF, Mortgagor and Mortgagee have executed this Mortgage Modification Agreement as of the day and year first set forth above.

Debra Leibler-Jones

Notary Public, State of New York

No. 01LE6005994

Qualified in Dutchess County

Commission Expires April 20, 2014

Marsha Chandler

Notary Public, State of TexasMy Commission Expires March 24, 2013

ALL that certain plot, piece or parcel of land, situate, lying and being at Cedarhurst, Town of Hempstead, County of Nassau and State of New York, known and designated as and by Lots 10 through 21 inclusive in Block B, Lots 17 through 20 inclusive in Block E, Lots 1 through 9 inclusive in Block F, the entire roadbed of Isabel Street and the southerly portion of Benjamin Avenue as shown on Corrected Sales Map of 301 Bungalow Lots at Cedarhurst, Nassau County, New York, filed August 18, 1926 in the Office of the Clerk of the County of Nassau as Map No. 612, Case No. 676, all being more particularly bounded and described as follows:

BEGINNING at the point on the easterly side of Rockaway Turnpike distant 180.00 feet southerly from the corner formed by the intersection of the southerly side of Valentine Avenue with the easterly side of Rockaway Turnpike; said point also being where the division line between Lots 9 and 10 in Block "B" on the aforementioned map intersect the easterly on Rockaway Turnpike;

RUNNING THENCE North 72 degrees 45 minutes 10 seconds East along side dividing line between Lots 9 and 10 in block B, 89.87 feet;

THENCE South 17 degrees 14 minutes 50 seconds East, 60 feet;

THENCE North 72 degrees 45 minutes 10 seconds East, 157.96 feet to the westerly bank of Motts Creek Canal;

THENCE along said westerly bank of Motts Creek Canal, in a general southeasterly direction, the following five courses and distances:

THENCE along the northerly banks of Mott Creek, a.k.a. Cedarhurst Lake, in a general westerly direction, the following four courses and distances:

THENCE along the easterly side of Rockaway Turnpike in a general northerly direction, the following five courses and distances:

THIS MORTGAGE MODIFICATION AGREEMENT (this “Agreement”) is executed as of August 25, 2011, by ACADIA STORAGE POST PORTFOLIO COMPANY LLC, a Delaware limited liability company (“Mortgagor”), whose address for notice hereunder is c/o Acadia Realty Trust, 1311 Mamaroneck Ave., Suite 260, White Plains, NY 10605, for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Mortgagee”), whose address for notice is 280 Park Ave., 8th Floor, New York, NY 10017.

WHEREAS, Mortgagor and Mortgagee are parties to that certain Loan Agreement, dated as of March 17, 2008 (the “Original Loan Agreement”), pursuant to which Mortgagee made a loan to Mortgagor in the original principal amount of $41,500,000.00 (the “Original Loan”);

WHEREAS, the Original Loan is evidenced by that certain Promissory Note, dated as of March 17, 2008, in the stated principal amount of $41,500,000, executed by Mortgagor, and payable to the order of Mortgagee (the “Existing Note”);

WHEREAS, Mortgagor is the owner of those certain premises more particularly described in Schedule A annexed hereto and made a part hereof (the “Premises”);

WHEREAS, in order to secure the full and timely payment of, among other things, the sum of all principal, interest and other amounts due under, and the full and timely performance of all obligations made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in, the Original Loan Agreement, Mortgagor executed and delivered to Mortgagee (i) that certain Mortgage, Security Agreement and Fixture Filing dated as of March 17, 2008 and recorded in the Hudson County Clerk’s Office on April 3, 2008 in Book 12441, Page 232 (the “Existing Mortgage”), and (ii) that certain Assignment of Rents and Leases dated as of March 17, 2008 and recorded in the Hudson County Clerk’s Office on April 3, 2008 in Book 16788, Page251 (the “Existing Collateral Assignment”);

WHEREAS, there is now due under and owing on the Original Loan Agreement and the Existing Note the principal amount of $41,500,000.00;

WHEREAS, Mortgagor and Mortgagee desire and have agreed (i) to increase the principal amount of the Original Loan to $42,000,000.00 (the “Increased Loan”), and (ii) to modify and restate in their entirety the terms and conditions of the Original Loan Agreement and the Existing Note.

NOW, THEREFORE, in consideration of the mutual premises herein contained and other good and valuable consideration, the receipt and legal sufficiency whereof are hereby acknowledged, Mortgagor and Mortgagee hereby agree as follows:

1.All capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Existing Mortgage.

2.    From and after the date hereof, the following terms used in the Existing Mortgage and the Existing Collateral Assignment shall have the following meanings:

All references to the “Indebtedness” shall be deemed to mean and refer to the sum of all (1) principal, interest and other amounts due under or secured by the Loan Documents, (2)

principal, interest and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Mortgaged Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby, and (3) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Mortgage; provided, however, that for purposes of this Mortgage the Indebtedness shall not include (X) the principal, interest and other amounts evidenced by the Promissory Note of even date, executed by Mortgagor, payable to the order of Mortgagee, in the stated principal amount of $6,831,464.00, and evidencing a portion of the Increased Loan (the “Ridgewood Promissory Note”), (Y) the principal, interest and other amounts due under or secured by the Mortgage, Security Agreement and Fixture Filing securing the Ridgewood Promissory Note executed and delivered by Mortgagor to Mortgagee and encumbering the Ridgewood Parcel (as defined in the Amended and Restated Loan Agreement) (the “Ridgewood Mortgage”) , and (Z) any other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by the Ridgewood Mortgage.

All references to the “Loan Agreement” shall be deemed to mean and refer to the Amended and Restated Loan Agreement.

All references to the “Loan Documents” shall be deemed to mean and refer to the (1) Amended and Restated Loan Agreement of even date between Mortgagor and Mortgagee (the “Amended and Restated Loan Agreement”), (2) Amended and Restated Promissory Note of even date, executed by Mortgagor, payable to the order of Mortgagee, in the stated principal amount of $35,168,536.00 (the “Amended and Restated Note”), which matures on August 24, 2013, (3) the Mortgage, (4) all other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the Indebtedness or the performance of the Obligations and (5) all modifications, restatements, extensions, renewals and replacements of the foregoing; provided, however, that for purposes of this Mortgage, the Loan Documents shall not include the Ridgewood Promissory Note, the Ridgewood Mortgage and any other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the indebtedness or the performance of the obligations under the Ridgewood Note and the Ridgewood Mortgage.

All references to the “Mortgage” shall be deemed to mean and refer to the Existing Mortgage as modified by this Agreement.

All references to the “Note” shall be deemed to mean and refer to the Amended and Restated Note.

All references to the “Obligations” shall be deemed to mean and refer to all of the agreements, covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in the Loan Documents; provided, however, that for purposes of this Mortgage, the Obligations shall not include the agreements, covenants, conditions, warranties, representations and other obligations made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in the Ridgewood Promissory Note, the Ridgewood Mortgage and any other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the indebtedness or the performance of the obligations under the Ridgewood Note and the Ridgewood Mortgage.

3.    Except as expressly amended hereby, all of the representations, warranties,

provisions, covenants, terms and conditions of the Existing Mortgage and the Existing Collateral Assignment shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Mortgagor.

4.    This Agreement may not be modified, amended, waived, changed or terminated orally, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment, waiver, change or termination is sought.

5.    This Agreement shall be binding upon and inure to the benefit of Mortgagor and Mortgagee and their respective successors and assigns.

6.    This Agreement may be executed in any number of duplicate originals and each such duplicate original shall be deemed to constitute but one and the same instrument.

7.    This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of New Jersey, without giving effect to the principles of conflicts of laws.

8.    Mortgagor represents and warrants (i) that as of the date hereof there is secured by the Existing Mortgage, as modified hereby, the principal amount of $35,168,536.00, plus interest, (ii) that as of the date hereof it has no counterclaims, defenses or offsets to the indebtedness evidenced by or to the enforcement of the Existing Mortgages as hereby modified, (iii) that Mortgagor has the full power, authority and legal right to execute this Agreement and to keep and observe all of the terms of this Agreement on Mortgagor’s part to be performed and observed without the consent or approval of any other person or entity and (iv) the undersigned representative of Mortgagor has the full power, authority and legal right to execute this Agreement without the consent or approval of any other person or entity.

9.    Mortgagor and Mortgagee each hereby irrevocably waive their respective rights to a jury trial in any action, proceeding or counterclaim arising out of or relating to this Agreement and Mortgagor also waives the right, in such action, proceeding or counterclaim, to interpose any counterclaims (except to the extent that such counterclaims are compulsory and may not be brought in a separate action) of any kind or description.

IN WITNESS WHEREOF, Mortgagor and Mortgagee have executed this Mortgage Modification Agreement as of the day and year first set forth above.

Debra Leibler-Jones

Notary Public, State of New York

No. 01LE6005994

Qualified in Dutchess County

Commission Expires April 20, 2014

Marsha Chandler

Notary Public, State of Texas

My Commission Expires March 24, 2013

ALL that certain tract or parcel of land and premises, situate, lying and being in the City of Jersey City, in the County of Hudson, and State of New Jersey, more particularly described as follows:

BEGINNING at the intersection of the southwesterly line of Broadway (N.J. State Highway Route No. 1 and 9) with the northwesterly line of Mead Avenue and running thence:

(1)    South 45 degrees 00 minutes 00 seconds West, along the said line of Mead Avenue, 293.04 feet to a point; thence

(2)    North 46 degrees 59 minutes 31 seconds West, along the lands of the Jersey City Housing Authority known as the "Marion Gardens," adjoining on the southwest, 358.80 feet to the southerly line of N.J. State Highway Route 1 and 9; thence

(3)    On a curve to the right with a radius of 1552.63 feet, along the said southerly line of N.J. State Highway Route 1 and 9 and also along the former line of Freeman Avenue, vacated March 20, 1973, an arc distance of 344.91 feet, to the aforesaid line of Broadway; thence

(4)    South 45 degrees 00 minutes 00 seconds East, partly along the former line of Freeman Avenue, and along the aforesaid southwesterly line of Broadway, 200.06 feet to the point or place of BEGINNING.

BEING further described in accordance with a survey drawn by Mountain View Layout, dated November 22, 2007 and last revised January 28, 2008 as follows:

BEGINNING at the intersection of the southwesterly line of Broadway (N.J. State Highway Route No. 1 and 9) with the southerly line of Lincoln Highway (N.J. State Highway Route No. 1 and 9) and running thence:

(1)    South 45 degrees 00 minutes 00 seconds East, along the aforesaid southwesterly line of Broadway, 200.06 feet to the point of intersection of the said line of Broadway and the northwesterly line of Mead Avenue; thence

(2)    South 45 degrees 00 minutes 00 seconds West, along the said line of Mead Avenue, 293.04 feet to a point; thence

(3)    North 46 degrees 59 minutes 31 seconds West, 358.80 feet to the southerly line of Lincoln Highway (N.J. State Highway Route 1 and 9); thence

(4)    On a curve to the right with a radius of 1552.63 feet, along the said southerly line of Lincoln Highway (N.J. State Highway Route 1 and 9), an arc distance of 344.91 feet to the point and place of BEGINNING.

THIS MORTGAGE MODIFICATION AGREEMENT (this “Agreement”) is executed as of August 25, 2011, by ACADIA STORAGE POST PORTFOLIO COMPANY LLC, a Delaware limited liability company ("Mortgagor"), whose address for notice hereunder is c/o Acadia Realty Trust, 1311 Mamaroneck Ave., Suite 260, White Plains, NY 10605, for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("Mortgagee"), whose address for notice is 280 Park Ave., 8th Floor, New York, NY 10017.

WHEREAS, Mortgagor and Mortgagee are parties to that certain Loan Agreement, dated as of March 17, 2008 (the “Original Loan Agreement”), pursuant to which Mortgagee made a loan to Mortgagor in the original principal amount of $41,500,000.00 (the “Original Loan”);

WHEREAS, the Original Loan is evidenced by that certain Promissory Note, dated as of March 17, 2008, in the stated principal amount of $41,500,000, executed by Mortgagor, and payable to the order of Mortgagee (the “Existing Note”);

WHEREAS, Mortgagor is the owner of those certain premises more particularly described in Schedule A annexed hereto and made a part hereof (the “Premises”);

WHEREAS, in order to secure the full and timely payment of, among other things, the sum of all principal, interest and other amounts due under, and the full and timely performance of all obligations made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in, the Original Loan Agreement, Mortgagor executed and delivered to Mortgagee (i) that certain Mortgage, Security Agreement and Fixture Filing dated as of March 17, 2008 and recorded in the Office of the New York City Register, Bronx County, on March 26, 2008 under CRFN 2008000121570 (the “Existing Mortgage”), and (ii) that certain Assignment of Rents and Leases dated as of March 17, 2008 and recorded in the Office of the New York City Register, Bronx County, on March 26, 2008 under CRFN 2008000121570 (the “Existing Collateral Assignment”);

WHEREAS, there is now due under and owing on the Original Loan Agreement and the Existing Note the principal amount of $41,500,000.00;

WHEREAS, the maximum aggregate principal amount of indebtedness that is, or under any contingency may be, secured by the Existing Mortgage and the Existing Collateral Assignment is $11,676,000.00;

WHEREAS, Mortgagor and Mortgagee desire and have agreed (i) to increase the principal amount of the Original Loan to $42,000,000.00 (the “Increased Loan”), and (ii) to modify and restate in their entirety the terms and conditions of the Original Loan Agreement and the Existing Note.

NOW, THEREFORE, in consideration of the mutual premises herein contained and other good and valuable consideration, the receipt and legal sufficiency whereof are hereby acknowledged, Mortgagor and Mortgagee hereby agree as follows:

1.All capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Existing Mortgage.

2.    From and after the date hereof, the following terms used in the Existing Mortgage

and the Existing Collateral Assignment shall have the following meanings:

All references to the "Indebtedness" shall be deemed to mean and refer to the sum of all (1) principal, interest and other amounts due under or secured by the Loan Documents, (2) principal, interest and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Mortgaged Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby, and (3) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Mortgage; provided, however, that for purposes of this Mortgage the Indebtedness shall not include (X) the principal, interest and other amounts evidenced by the Promissory Note of even date, executed by Mortgagor, payable to the order of Mortgagee, in the stated principal amount of $6,831,464.00, and evidencing a portion of the Increased Loan (the “Ridgewood Promissory Note”), (Y) the principal, interest and other amounts due under or secured by the Mortgage, Security Agreement and Fixture Filing securing the Ridgewood Promissory Note executed and delivered by Mortgagor to Mortgagee and encumbering the Ridgewood Parcel (as defined in the Amended and Restated Loan Agreement) (the “Ridgewood Mortgage”) , and (Z) any other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by the Ridgewood Mortgage.

All references to the “Loan Agreement” shall be deemed to mean and refer to the Amended and Restated Loan Agreement.

All references to the "Loan Documents" shall be deemed to mean and refer to the (1) Amended and Restated Loan Agreement of even date between Mortgagor and Mortgagee (the "Amended and Restated Loan Agreement"), (2) Amended and Restated Promissory Note of even date, executed by Mortgagor, payable to the order of Mortgagee, in the stated principal amount of $35,168,536.00 (the "Amended and Restated Note"), which matures on August 31, 2013, (3) the Mortgage, (4) all other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the Indebtedness or the performance of the Obligations and (5) all modifications, restatements, extensions, renewals and replacements of the foregoing; provided, however, that for purposes of this Mortgage, the Loan Documents shall not include the Ridgewood Promissory Note, the Ridgewood Mortgage and any other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the indebtedness or the performance of the obligations under the Ridgewood Note and the Ridgewood Mortgage.

All references to the “Mortgage” shall be deemed to mean and refer to the Existing Mortgage as modified by this Agreement.

All references to the “Note” shall be deemed to mean and refer to the Amended and Restated Note.

All references to the "Obligations" shall be deemed to mean and refer to all of the agreements, covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in the Loan Documents; provided, however, that for purposes of this Mortgage, the Obligations shall not include the agreements, covenants, conditions, warranties, representations and other obligations made or undertaken by Mortgagor or any other person or entity to Mortgagee or others as set forth in the Ridgewood Promissory Note, the Ridgewood

Mortgage and any other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the indebtedness or the performance of the obligations under the Ridgewood Note and the Ridgewood Mortgage.

3.    Notwithstanding anything to the contrary contained in the Mortgage, as modified hereby, or the Existing Collateral Assignment, the maximum aggregate principal amount of Indebtedness that is, or under any contingency may be, secured by the Mortgage, as modified hereby, and by the Existing Collateral Assignment either at execution of this Agreement or at any time thereafter (the “Secured Amount”), is $11,676,000.00, plus interest thereon and any amounts that Mortgagee expends upon and following the occurrence of any Event of Default (as defined in the Mortgage) to the extent that any such amounts shall constitute payment of (i) taxes that may be imposed by law upon the Premises; (ii) premiums on insurance policies covering the Premises; (iii) expenses incurred in upholding the lien of the Mortgage, as modified hereby, including the expenses of any litigation to prosecute or defend the rights and lien created by the Mortgage, as modified hereby; or (iv) any amount, cost or change to which Mortgagee becomes subrogated, upon payment, whether under recognized principles of law or equity, or under express statutory authority; then, and in each such event, such amounts or costs, together with interest thereon at the Default Rate (as defined in the Amended and Restated Loan Agreement), shall be added to the indebtedness secured hereby and shall be secured by the Mortgage, as modified hereby.

4.    Except as expressly amended hereby, all of the representations, warranties, provisions, covenants, terms and conditions of the Existing Mortgage and the Existing Collateral Assignment shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Mortgagor.

5.    This Agreement may not be modified, amended, waived, changed or terminated orally, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment, waiver, change or termination is sought.

6.    This Agreement shall be binding upon and inure to the benefit of Mortgagor and Mortgagee and their respective successors and assigns.

7.    This Agreement may be executed in any number of duplicate originals and each such duplicate original shall be deemed to constitute but one and the same instrument.

8.    This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of New York, without giving effect to the principles of conflicts of laws.

9.    Mortgagor represents and warrants (i) that as of the date hereof there is secured by the Existing Mortgage, as modified hereby, the principal amount of $11,676,000.00, plus interest, (ii) that as of the date hereof it has no counterclaims, defenses or offsets to the indebtedness evidenced by or to the enforcement of the Existing Mortgages as hereby consolidated, coordinated, modified, amended and restated in their entirety, (iii) that Mortgagor has the full power, authority and legal right to execute this Agreement and to keep and observe all of the terms of this Agreement on Mortgagor’s part to be performed and observed without the consent or approval of any other person or entity and (iv) the undersigned representative of Mortgagor has the full power, authority and legal right to execute this Agreement without the consent or approval of any other person or entity.

10.    Mortgagor and Mortgagee each hereby irrevocably waive their respective rights to a jury trial in any action, proceeding or counterclaim arising out of or relating to this Agreement and Mortgagor also waives the right, in such action, proceeding or counterclaim, to interpose any

counterclaims (except to the extent that such counterclaims are compulsory and may not be brought in a separate action) of any kind or description.

IN WITNESS WHEREOF, Mortgagor and Mortgagee have executed this Mortgage Modification Agreement as of the day and year first set forth above.

        

Debra Leibler-Jones

Notary Public, State of New York    

No. 01LE6005994

Qualified in Dutchess County

Commission Expires April 20, 2014

Marsha Chandler

Notary Public, State of Texas

My Commission Expires March 24, 2013

ALL that certain plot, piece or parcel of land situate, lying and being in the Borough and County of Bronx, City and State of New York, being bounded and described as follows:

BEGINNING at the corner formed by the intersection of the northerly side of Ittner Place and the westerly side of Park Avenue;

RUNNING THENCE westerly along the northerly side of Ittner Place, 90 feet;

THENCE northerly and parallel with the westerly side of Park Avenue, 102 feet;

THENCE easterly and parallel with the northerly side of Ittner Place, 90 feet to the westerly side of Park Avenue;

THENCE southerly along the westerly side of Park Avenue, 102 feet to the northerly side of Ittner Place to the point or place of BEGINNING.

All that certain lot, piece or parcel of land, situate, lying and being in the Borough and County of the Bronx, City and State of New York bounded and described as follows:

Commencing from the intersection of the northerly line of Landing Road as shown on the Final Map of the Borough of the Bronx as being a 100' wide R.O.W and the westerly line of a 30 foot wide easement of right of way as set forth in a deed from Despatch Shops, Inc. and J.M.B. Holding Corporation dated April 29, 1965 and recorded May 3, 1695 in the Bronx County Register's Office in Liber 2655 Cp. 239, thence;

seconds E, 280.11 feet to a point; thence,

TOGETHER with the benefits and subject to the burdens of a permanent and perpetual right and easement of ingress and egress over, upon and along a strip of land 30 feet in width adjoining the easterly line of the hereinabove described premises from and to Landing Road.

This Mortgage, Security Agreement and Fixture Filing (this "Mortgage") is executed as of August 25, 2011, by ACADIA STORAGE POST PORTFOLIO COMPANY LLC, a Delaware limited liability company ("Mortgagor"), whose address for notice hereunder is c/o Acadia Realty Trust, 1311 Mamaroneck Ave., Suite 260, White Plains, NY 10605, for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("Mortgagee"), whose address for notice is 280 Park Ave., 8th Floor, New York, NY 10017.

Section 1.1    Definitions. As used herein, the following terms shall have the following meanings:

"Indebtedness": The sum of all (1) principal, interest and other amounts due under or secured by the Loan Documents, (2) principal, interest and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of the owner of the Mortgaged Property, when evidenced by a promissory note or other instrument which, by its terms, is secured hereby, and (3) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Mortgage. Notwithstanding anything contained herein to the contrary, the Indebtedness secured by this Mortgage shall not include the principal, interest and other amounts due under that certain Amended and Restated Promissory Note in the principal amount of $35,168,536.00 or secured by the Mortgages (as defined in the Loan Agreement) encumbering the Fordham Parcel, the Webster Parcel, the Lawrence Parcel, the Jersey City and the Linden Parcel (each as defined in the Loan Agreement).

"Loan Documents": The (1) Amended and Restated Loan Agreement of even date between Mortgagor and Mortgagee (the "Loan Agreement"), (2) Promissory Note of even date, executed by Mortgagor, payable to the order of Mortgagee, in the stated principal amount of $6,831,464.00 (the "Note"), which matures on August 31, 2013, (3) this Mortgage, (4) all other documents now or hereafter executed by Mortgagor, or any other person or entity to evidence or secure the payment of the Indebtedness or the performance of the Obligations and (5) all modifications, restatements, extensions, renewals and replacements of the foregoing.

"Mortgaged Property": All estate, right, title, interest, claim and demand whatsoever which Mortgagor now has or hereafter acquires, either in law or in equity, in possession or expectancy, of, in and to (1) the condominium unit (the "Unit") located in The 48-05 Metropolitan Avenue Condominium (the "Condominium") located at 48-05 Metropolitan Avenue, in the Borough and County of Queens, City and State of New York, said unit being designated and described as Unit No.2 in that certain Declaration of Condominium, dated November 1, 1979, recorded in the Office of the New York City Register, County of Queens, on December 26, 2001, in Reel 6143, page 2230, as amended by Boundary Line and License Agreement, dated November 30, 2005, made by and between NIB Associates, LLC, 4805 Metropolitan Realty LLC and American Storage Properties North LLC and recorded in the Office of the New York City Register, County of Queens, on January 19,2006 under CRFN 2006000032564 (as amended, the "Declaration"), together with an undivided 50.00% interest in the Common Elements (as such term is defined in the Declaration) of the Condominium, such Unit being more particularly described in Exhibit A attached hereto and made a part hereof, (2) all buildings, structures and other improvements, now or at any time comprising the Unit (the

"Improvements"), (3) all materials, supplies, appliances, equipment (as such term is defined in the UCC), apparatus and other items of personal property now owned or hereafter attached to, installed in or used in connection with any of the Improvements or the Unit, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the "Fixtures"), (4) all goods, inventory, accounts, general intangibles, software, investment property, instruments, letters of credit, letter‑of‑credit rights, deposit accounts, documents, chattel paper and supporting obligations, as each such term is presently or hereafter defined in the UCC, and all other personal property of any kind or character, now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Unit and Improvements or which may be used in or relating to the planning, development, financing or operation of the Mortgaged Property, including, without limitation, furniture, furnishings, equipment, machinery, money, insurance proceeds, accounts, contract rights, software, trademarks, goodwill, promissory notes, electronic and tangible chattel paper, payment intangibles, documents, trade names, licenses and/or franchise agreements, rights of Mortgagor under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Mortgagor with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs, and commercial tort claims arising from the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition or ownership of the Mortgaged Property (the "Personalty"), (5) all reserves, escrows or impounds required under the Loan Agreement and all deposit accounts (including accounts holding security deposits) maintained by Mortgagor with respect to the Mortgaged Property, (6) all plans, specifications, shop drawings and other technical descriptions prepared for construction, repair or alteration of the Improvements, and all amendments and modifications thereof (the "Plans"), (7) all leases, subleases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits (the "Leases"), (8) all of the rents, revenues, income, proceeds, profits, security and other types of deposits, lease cancellation payments and other benefits paid or payable by parties to the Leases other than Mortgagor for using, leasing, licensing, possessing, operating from, residing in, selling, terminating the occupancy of or otherwise enjoying the Mortgaged Property (the "Rents"), (9) all other agreements, such as construction contracts, architects' agreements, engineers' contracts, utility contracts, maintenance agreements, management agreements, service contracts, permits, licenses, certificates and entitlements in any way relating to the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition or ownership of the Mortgaged Property including, without limitation, the Declaration (the "Property Agreements"), (10) all rights, privileges, tenements, hereditaments, rights‑of‑way, easements, appendages and appurtenances appertaining to the foregoing, and all right, title and interest, if any, of Mortgagor in and to any streets, ways, alleys, strips or gores of land adjoining the Unit or any part thereof, (11) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof, (12) all insurance policies (regardless of whether required by Mortgagee), unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor, (13) all mineral, water, oil and gas rights now or hereafter acquired and relating to all or any part of the Mortgaged Property, and (14) any awards, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Unit, Improvements, Fixtures or Personalty. As used in this Mortgage, the term "Mortgaged Property" shall mean all or, where the context permits or requires, any portion of the above or any interest therein, wherever located.

"Obligations": All of the agreements, covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by Mortgagor or any

other person or entity to Mortgagee or others as set forth in the Loan Documents.

"Permitted Encumbrances": The outstanding liens, easements, restrictions, security interests and other exceptions to title set forth in the policy of title insurance insuring the lien of this Mortgage, together with the liens and security interests in favor of Mortgagee created by the Loan Documents, none of which, individually or in the aggregate, materially interferes with the benefits of the security intended to be provided by this Mortgage, materially and adversely affects the value of the Mortgaged Property, impairs the use or operations of the Mortgaged Property, or impairs Mortgagor's ability to pay its obligations in a timely manner.

"UCC": The Uniform Commercial Code as enacted and in effect in the state where the Unit is located (and as it may from time to time be amended); provided that, to the extent that the UCC is used to define any term herein or in any other Loan Document and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; provided further, however, that if, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, any security interest herein granted is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the state where the Unit is located, the term "UCC" shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for the purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

Section 2.1    Grant. To secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, SELLS and CONVEYS to Mortgagee the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property to Mortgagee and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee.

Mortgagor warrants, represents and covenants to Mortgagee as follows:

Section 3.1    Title to Mortgaged Property and Lien of This Instrument. Mortgagor owns the Mortgaged Property free and clear of any liens, claims or interests, except the Permitted Encumbrances, and has rights and the power to transfer each item of the Mortgaged Property. This Mortgage creates valid, enforceable first priority liens and security interests against the Mortgaged Property. Where any of the Mortgaged Property is in the possession of a third party, Mortgagor will join with Mortgagee in notifying the third party of Mortgagee's security interest and obtaining an acknowledgment from the third party that it is holding such Mortgaged Property for the benefit of Mortgagee. Mortgagor will cooperate with Mortgagee in obtaining control (for lien perfection purposes under the UCC) with respect to any Mortgaged Property consisting of deposit accounts, investment property, letter of credit rights or electronic chattel paper.

Section 3.2    First Lien Status. Mortgagor shall preserve and protect the first lien and

security interest status of this Mortgage and the other Loan Documents. If any lien or security interest other than the Permitted Encumbrances is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released or contest the same in compliance with the requirements of the Loan Agreement (including the requirement of providing a bond or other security satisfactory to Mortgagee).

Section 3.3    Payment and Performance. Mortgagor shall pay the Indebtedness when due under the Loan Documents and shall perform the Obligations in full when they are required to be performed.

Section 3.4    Replacement of Fixtures and Personalty. Mortgagor shall not, without the prior written consent of Mortgagee, permit any of the Fixtures or Personalty to be removed at any time from the Unit or Improvements, unless the removed item is removed temporarily for maintenance and repair or, if removed permanently, is obsolete and is replaced by an article of equal or better suitability and value, owned by Mortgagor subject to the liens and security interests of this Mortgage and the other Loan Documents, and free and clear of any other lien or security interest except such as may be first approved in writing by Mortgagee. Mortgagor shall not incorporate into the Mortgaged Property any item of personalty, fixtures or other property that is not owned by Mortgagor free and clear of all liens or security interests except the liens and security interests in favor of Mortgagee created by the Loan Documents.

Section 3.5    Maintenance of Rights of Way, Easements and Licenses. Mortgagor shall maintain all rights of way, easements, grants, privileges, licenses, certificates, permits, entitlements and franchises necessary for the use of the Mortgaged Property and will not, without the prior consent of Mortgagee, consent to any public restriction (including any zoning ordinance) or private restriction as to the use of the Mortgaged Property. Mortgagor shall comply with all restrictive covenants affecting the Mortgaged Property, and all zoning ordinances and other public or private restrictions as to the use of the Mortgaged Property.

Section 3.6    Inspection. Mortgagor shall permit Mortgagee, and Mortgagee's agents, representatives and employees, upon reasonable prior notice to Mortgagor, to inspect the Mortgaged Property and conduct such environmental and engineering studies as Mortgagee may require, provided that such inspections and studies shall not materially interfere with the use and operation of the Mortgaged Property.

Section 3.7    Other Covenants. All of the covenants in the Loan Agreement are incorporated herein by reference and, together with covenants in this Article 3, shall be covenants running with the land. The covenants set forth in the Loan Agreement include, among other provisions: (a) the prohibition against the further sale, transfer or encumbering of any of the Mortgaged Property, (b) the obligation to pay when due all taxes on the Mortgaged Property or assessed against Mortgagee with respect to the Loan, (c) the right of Mortgagee to inspect the Mortgaged Property, (d) the obligation to keep the Mortgaged Property insured as Mortgagee may require, (e) the obligation to comply with all legal requirements (including environmental laws), maintain the Mortgaged Property in good condition, and promptly repair any damage or casualty, and (f) except as otherwise permitted under the Loan Agreement, the obligation of Mortgagor to obtain Mortgagee's consent prior to entering into, modifying or taking other actions with respect to Leases.

Section 3.8    Condemnation Awards and Insurance Proceeds.

(a)    Condemnation Awards. Mortgagor assigns all awards and compensation

for any condemnation or other taking, or any purchase in lieu thereof, to Mortgagee and authorizes Mortgagee to collect and receive such awards and compensation and to give proper receipts and acquittances therefor, subject to the terms of the Loan Agreement.

(b)    Insurance Proceeds. Mortgagor assigns to Mortgagee all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property. Mortgagor authorizes Mortgagee to collect and receive such proceeds and authorizes and directs the issuer of each of such insurance policies to make payment for all such losses directly to Mortgagee, instead of to Mortgagor and Mortgagee jointly.

Section 4.1    Remedies. If an Event of Default (as defined in the Loan Agreement) exists, Mortgagee may, at Mortgagee's election, exercise any or all of the following rights, remedies and recourses:

(a)    Acceleration. Declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable.

(b)    Entry on Mortgaged Property. Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Mortgagor remains in possession of the Mortgaged Property after an Event of Default and without Mortgagee's prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.

(c)    Operation of Mortgaged Property. Hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions of Section 4.7.

(d)    Foreclosure and Sale. Institute proceedings for the complete foreclosure of this Mortgage, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels. With respect to any notices required or permitted under the UCC, Mortgagor agrees that five (5) days' prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee may be a purchaser at such sale and if Mortgagee is the highest bidder, may credit the portion of the purchase price that would be distributed to Mortgagee against the Indebtedness in lieu of paying cash. In connection with any foreclosure sale: (i) Mortgagee shall have no obligation to clean up, repair or otherwise prepare the Mortgaged Property for sale; (ii) Mortgagor waives any right it may have to require Mortgagee to pursue any third party for any of the Indebtedness; (iii) Mortgagee may comply with any applicable state or

federal law requirements in connection with a disposition of the Mortgaged Property; (iv) Mortgagee may specifically disclaim any warranties of title or the like; (v) if Mortgagee sells any of the Mortgaged Property on credit, Mortgagor will be credited only with payments actually made by purchaser, received by Mortgagee and applied to the indebtedness of the purchaser; and (vi) Mortgagee may apply any noncash proceeds of a disposition of the Mortgaged Property in any commercially reasonable manner selected by Mortgagee. Compliance by Mortgagee with the standards set forth in the foregoing sentence shall not be deemed to adversely affect the commercial reasonableness of any sale of the Mortgaged Property or portion thereof.

(e)    Receiver. Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Indebtedness, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 4.7.

(f)    Other. Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity (including an action for specific performance of any covenant contained in the Loan Documents, or a judgment on the Note either before, during or after any proceeding to enforce this Mortgage).

Section 4.2    Separate Sales. The Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee in its sole discretion, may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

Section 4.3    Remedies Cumulative, Concurrent and Nonexclusive. Mortgagee shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the Note and the other Loan Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Mortgagee in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

Section 4.4    Release of and Resort to Collateral. Mortgagee may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interests created in or evidenced by the Loan Documents or their stature as a first and prior lien and security interest in and to the Mortgaged Property. For payment of the Indebtedness, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.

Section 4.5    Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or

extension of time for payment, (b) all notices of any Event of Default or of Mortgagee's election to exercise or its actual exercise of any right, remedy or recourse provided for under the Loan Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

Section 4.6    Discontinuance of Proceedings. If Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee shall have the unqualified right to do so and, in such an event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Loan Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Mortgagee thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default.

Section 4.7    Application of Proceeds. The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Mortgaged Property, shall be applied by Mortgagee (or the receiver, if one is appointed) in the following order unless otherwise required by applicable law:

(a)    to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing, improving and selling the same, including, without limitation (1) receiver's fees and expenses, (2) court costs, (3) attorneys' and accountants' fees and expenses, (4) costs of advertisement, and (5) the payment of all ground rent, real estate taxes and assessments, except any taxes, assessments or other charges subject to which the Mortgaged Property shall have been sold;

(b)    to the payment of all amounts (including interest), other than the unpaid principal balance of the Note and accrued but unpaid interest, which may be due to Mortgagee under the Loan Documents;

(c)    to the payment of the Indebtedness and performance of the Obligations in such manner and order of preference as Mortgagee in its sole discretion may determine; and

(d)    the balance, if any, to the payment of the persons legally entitled thereto.

Section 4.8    Occupancy After Foreclosure. The purchaser at any foreclosure sale pursuant to Section 4.1(d) shall become the legal owner of the Mortgaged Property. All occupants of the Mortgaged Property shall, at the option of such purchaser, become tenants of the purchaser at the foreclosure sale and shall deliver possession thereof immediately to the purchaser upon demand. It shall not be necessary for the purchaser at said sale to bring any action for possession of the Mortgaged Property other than the statutory action of forcible detainer in any justice court having jurisdiction over the Mortgaged Property.

Section 4.9    Additional Advances and Disbursements; Costs of Enforcement.

(a)    If any Event of Default exists, Mortgagee shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor. All sums advanced and expenses incurred at any time by Mortgagee under this Section 4.9, or otherwise under this Mortgage or any of the other Loan Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at the Default Rate

(as defined in the Loan Agreement), and all such sums, together with interest thereon, shall be secured by this Mortgage.

(b)    Mortgagor shall pay all expenses (including reasonable attorneys' fees and expenses) of or incidental to the perfection and enforcement of this Mortgage and the other Loan Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Mortgage and the other Loan Documents, and for the curing thereof, or for defending or asserting the rights and claims of Mortgagee in respect thereof, by litigation or otherwise.

Section 4.10    No Mortgagee in Possession. Neither the enforcement of any of the remedies under this Article 4, the assignment of the Rents and Leases under Article 5, the security interests under Article 6, nor any other remedies afforded to Mortgagee under the Loan Documents, at law or in equity shall cause Mortgagee to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Mortgagee to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

Section 5.1    Assignment. Mortgagor acknowledges and confirms that it has executed and delivered to Mortgagee an Assignment of Rents and Leases of even date (the "Assignment of Rents and Leases"), intending that such instrument create a present, absolute assignment to Mortgagee of the Leases and Rents. Without limiting the intended benefits or the remedies provided under the Assignment of Rents and Leases, Mortgagor hereby assigns to Mortgagee, as further security for the Indebtedness and the Obligations, the Leases and Rents. While any Event of Default exists, Mortgagee shall be entitled to exercise any or all of the remedies provided in the Assignment of Rents and Leases and in Article 4 hereof, including the right to have a receiver appointed. If any conflict or inconsistency exists between the assignment of the Rents and the Leases in this Mortgage and the absolute assignment of the Rents and the Leases in the Assignment of Rents and Leases, the terms of the Assignment of Rents and Leases shall control.

Section 5.2    No Merger of Estates. So long as any part of the Indebtedness and the Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estates to the Mortgaged Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Mortgagor, Mortgagee, any lessee or any third party by purchase or otherwise.

Section 6.1    Security Interest. This Mortgage constitutes a "Security Agreement" on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements. To this end, Mortgagor grants to Mortgagee, a first and prior security interest in the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements and all other Mortgaged Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations, and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition

or other intended action by Mortgagee with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements sent to Mortgagor at least five (5) days prior to any action under the UCC shall constitute reasonable notice to Mortgagor.

Section 6.2    Financing Statements. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to file in any filing office in any UCC jurisdiction one or more financing or continuation statements and amendments thereto, relative to all or any part of the Mortgaged Property, without the signature of Mortgagor where permitted by law. Mortgagor agrees to furnish Mortgagee, promptly upon request, with any information required by Mortgagee to complete such financing or continuation statements. If Mortgagee has filed any initial financing statements or amendments in any UCC jurisdiction prior to the date hereof, Mortgagor ratifies and confirms its authorization of all such filings. Mortgagor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Mortgagee, and agrees that it will not do so without Mortgagee's prior written consent, subject to Mortgagor's rights under Section 9-509(d)(2) of the UCC. Mortgagor shall execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such additional financing statements and such further assurances as Mortgagee may, from time to time, reasonably consider necessary to create, perfect and preserve Mortgagee's security interest hereunder and Mortgagee may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.

Section 6.3    Fixture Filing. This Mortgage shall also constitute a "fixture filing" for the purposes of the UCC against all of the Mortgaged Property which is or is to become fixtures. Information concerning the security interest herein granted may be obtained at the addresses of Debtor (Mortgagor) and Secured Party (Mortgagee) as set forth in the first paragraph of this Mortgage.

Section 7.1    Notices. Any notice required or permitted to be given under this Mortgage shall be in writing and either shall be mailed by certified mail, postage prepaid, return receipt requested, or sent by overnight air courier service, or personally delivered to a representative of the receiving party, or sent by telecopy (provided an identical notice is also sent simultaneously by mail, overnight courier or personal delivery as otherwise provided in this Section 7.1). All such communications shall be mailed, sent or delivered, addressed to the party for whom it is intended at its address set forth on the first page of this Mortgage. Any communication so addressed and mailed shall be deemed to be given on the earliest of (a) when actually delivered, (b) on the first Business Day (as defined in the Loan Agreement) after deposit with an overnight air courier service, or (c) on the third Business Day after deposit in the United States mail, postage prepaid, in each case to the address of the intended addressee, and any communication so delivered in person shall be deemed to be given when receipted for by, or actually received by, Mortgagee or Mortgagor, as the case may be. If given by telecopy, a notice shall be deemed given and received when the telecopy is transmitted to the party's telecopy number specified in the Loan Agreement and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, and an identical notice is also sent simultaneously by mail, overnight courier, or personal delivery as otherwise provided in this Section 7.1. Any party may designate a change of address by written notice to the other by giving at least ten (10) days prior written notice of such change of address.

Section 7.2    Covenants Running with the Land. All Obligations contained in this

Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Mortgaged Property. As used herein, "Mortgagor" shall refer to the party named in the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property (without in any way implying that Mortgagee has or will consent to any such conveyance or transfer of the Mortgaged Property). All persons or entities who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Loan Agreement and the other Loan Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee.

Section 7.3    Attorney‑in‑Fact. Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney‑in‑fact, which agency is coupled with an interest, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee deems appropriate to protect Mortgagee's interest, if Mortgagor shall fail to do so within ten (10) days after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Personalty, Fixtures, Plans and Property Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee's security interests and rights in or to any of the collateral, and (d) while any Event of Default exists, to perform any obligation of Mortgagor hereunder; however: (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance shall be added to and included in the Indebtedness and shall bear interest at the Default Rate; (3) Mortgagee as such attorney‑in‑fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section.

Section 7.4    Successors and Assigns. This Mortgage shall be binding upon and inure to the benefit of Mortgagee and Mortgagor and their respective successors and assigns. Mortgagor shall not, without the prior written consent of Mortgagee, assign any rights, duties or obligations hereunder.

Section 7.5    No Waiver. Any failure by Mortgagee to insist upon strict performance of any of the terms, provisions or conditions of the Loan Documents shall not be deemed to be a waiver of same, and Mortgagee shall have the right at any time to insist upon strict performance of all of such terms, provisions and conditions.

Section 7.6    Subrogation. To the extent proceeds of the Note have been used to extinguish, extend or renew any indebtedness against the Mortgaged Property, then Mortgagee shall be subrogated to all of the rights, liens and interests existing against the Mortgaged Property and held by the holder of such indebtedness and such former rights, liens and interests, if any, are not waived, but are continued in full force and effect in favor of Mortgagee.

Section 7.7    Loan Agreement. If any conflict or inconsistency exists between this Mortgage and the Loan Agreement, the Loan Agreement shall govern.

Section 7.8    Release. Upon payment in full of the Indebtedness and performance in full of the Obligations, Mortgagee, at Mortgagor's expense, shall release the liens and security interests created by this Mortgage.

Section 7.9    Waiver of Stay, Moratorium and Similar Rights. Mortgagor agrees, to

the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Mortgage or the indebtedness secured hereby, or any agreement between Mortgagor and Mortgagee or any rights or remedies of Mortgagee.

Section 7.10    Limitation on Liability. Mortgagor's liability hereunder is subject to the limitation on liability provisions of Article 13 of the Loan Agreement.

Section 7.11    Obligations of Mortgagor, Joint and Several. If more than one person or entity has executed this Mortgage as "Mortgagor," the obligations of all such persons or entities hereunder shall be joint and several.

Section 7.12    Governing Law. This Mortgage shall be governed by the laws of the State of New York.

Section 7.13    Headings. The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.

Section 7.14    Counterparts. This Mortgage may be executed in counterparts, all of which counterparts together shall constitute one and the same instrument (and original signature pages and notary pages from each counterpart may be assembled into one original document to be recorded).

Section 7.15    Entire Agreement. This Mortgage and the other Loan Documents embody the entire agreement and understanding between Mortgagee and Mortgagor and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

Section 8.1    Inconsistent Provisions. To the extent that any provision contained in this Article 8 conflicts with any other provision contained in this Mortgage, the provision contained in this Article 8 shall control.

Section 8.2    Trust Fund. Pursuant to Section 13 of the New York Lien Law, Mortgagor shall receive the advances secured hereby and shall hold the right to receive the advances as a trust fund to be applied first for the purpose of paying the cost of the improvement and shall apply the advances first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose.

Section 8.3    Commercial Property. Mortgagor represents that this Mortgage does not encumber real property principally improved or to be improved by one or more structures containing in the aggregate not more than six residential dwelling units, each having its own separate cooking facilities.

Section 8.4    Statutory Construction. All rights and remedies conferred upon a mortgagee pursuant to those sections of the New York Real Property Law which construe mortgages containing specific statutory language, including Section 254 thereof, are intended to be conferred upon

Agent and Lenders, in addition to, and not in limitation of, all other rights and remedies of Agent and Lenders hereunder, at law or in equity. The clauses and covenants contained in this Mortgage that are construed by Section 254 of the New York Real Property Law shall be construed as provided in those sections (except as provided in Section 8.5 hereof). The additional clauses and covenants contained in this Mortgage shall afford rights supplemental to and not exclusive of the rights conferred by the clauses and covenants construed by Section 254 and shall not impair, modify, alter or defeat such rights (except as provided in Section 8.5 hereof), notwithstanding that such additional clauses and covenants may relate to the same subject matter or provide for different or additional rights in the same or similar contingencies as the clauses and covenants construed by Section 254. In the event of any inconsistencies between the provisions of Section 254 and the provisions of this Mortgage, the provisions of this Mortgage shall prevail.

Section 8.5    Insurance. Supplementing Article 3 of this Mortgage, the provisions of subsection 4 of Section 254 of the New York Real Property Law covering the insurance of buildings against loss by fire shall not apply to this Mortgage. In the event of any conflict, inconsistency or ambiguity between the provisions of Article 3 hereof and the provisions of subsection 4 of Section 254 of the New York Real Property Law covering the insurance of buildings against loss by fire, the provisions of Article 3 hereof shall control.

Section 8.6    Leases. Supplementing Article 5 of this Mortgage, this Mortgage is intended to be, and shall operate as, the agreement described in Section 291-f of the New York Real Property Law and the Lender shall be entitled to the benefits afforded thereby.

Section 8.7    Condemnation Awards. Mortgagor hereby expressly agrees that Mortgagee shall not be limited to the interest paid on any award or compensation payable to Mortgagor as a result of any appropriation or condemnation or other taking or purchase in lieu thereof, and further agrees to pay to Mortgagee the difference, if any, between (i) the interest received by Mortgagee on such awards or compensation and (ii) the applicable rate of interest provided in the Loan Agreement from the date of the appropriation, condemnation or other taking of the Mortgaged Property or any portion thereof to the date of maturity of the Loan. The obligations and agreements of Mortgagor contained in this paragraph shall survive the payment to Mortgagee of any awards or compensation for an appropriation, condemnation or other taking and shall terminate only upon payment in full by Mortgagor to Mortgagee of the sums referred to herein.

Section 8.8    Sale of Mortgaged Property/Non-Judicial Foreclosure.

(a)    If this Mortgage is foreclosed, the Mortgaged Property, or any interest therein, may, at the discretion of Mortgagee, be sold in one or more parcels or in several interests or portions and in any order or manner.

(b)    Upon an Event of Default which entitles Mortgagee to exercise remedies against Mortgagor hereunder, Mortgagee may, at it’s sole option, elect to sell the Mortgaged Property or any part thereof by exercise of the power of foreclosure or of sale granted to Mortgagee by Articles 13 or 14 of the Real Property Actions and Proceedings Law of the State of New York (the “RPAPL”). In such case, Mortgagee may commence a civil action to foreclose this Mortgage pursuant to and in accordance with Article 13 of the RPAPL, or it may proceed and sell the Mortgaged Property pursuant to and in accordance with Article 14 of the RPAPL to satisfy the Note and all other amounts secured thereby.

Section 8.9    Mortgage Tax Obligation and Indemnification. Mortgagor shall pay when due, and as a condition to any advance of funds under the Loan Documents, all taxes, mortgage

recording taxes, recording charges and other amounts payable in connection with this Mortgage, the Note or the other Loan Documents. Mortgagor shall, at its sole cost and expense, protect, defend, indemnify and release and hold harmless Mortgagee from and against any and all losses, costs, expenses, liabilities, claims and obligations imposed upon or incurred by or asserted against Mortgagee, and directly or indirectly arising out of or in any way relating to any tax, mortgage recording tax, recording charge or other amount due or payable on the making, recording, or advance of funds under this Mortgage, the Note or the other Loan Documents.

Section 8.10    Maximum Principal Amount Secured. Notwithstanding anything to the contrary contained in this Mortgage, the maximum aggregate principal amount of Indebtedness that is, or under any contingency may be, secured by this Mortgage, either at execution of this Mortgage or at any time thereafter (the “Secured Amount”), is $6,831,464.00, plus interest thereon and any amounts that Mortgagee expends upon and following the occurrence of any Event of Default to the extent that any such amounts shall constitute payment of (i) taxes that may be imposed by law upon the Premises; (ii) premiums on insurance policies covering the Premises; (iii) expenses incurred in upholding the lien of this Mortgage, including the expenses of any litigation to prosecute or defend the rights and lien created by this Mortgage; or (iv) any amount, cost or change to which Mortgagee becomes subrogated, upon payment, whether under recognized principles of law or equity, or under express statutory authority; then, and in each such event, such amounts or costs, together with interest thereon at the Default Rate, shall be added to the indebtedness secured hereby and shall be secured by this Mortgage.

Mortgagor further warrants, represents and covenants to Mortgagee as follows:

Section 9.1    Condominium Obligations. Mortgagor shall perform all of Mortgagor’s obligations under the Declaration, the by-laws and rules and regulations of the Condominium and all other documents, instruments and agreements in any way relating in whole or in part to the imposition of a condominium regime of ownership upon the property of which the Unit forms a part and to the regulation, management or administration of such condominium regime of ownership (collectively, the “Condominium’s Constituent Documents”). Mortgagor shall promptly pay, when due, all common charges, assessments and other sums payable by Mortgagor with respect to the Unit and under the Condominium’s Constituent Documents.

Section 9.2    Property Insurance. In the event of a distribution of property insurance proceeds in lieu of restoration or repair following a loss to the buildings on the premises, whether to the Unit or to common elements, any proceeds payable to Mortgagor are hereby assigned and shall be paid to Mortgagee.

Section 9.3    Public Liability Insurance. Mortgagor shall take such actions as may be reasonable to insure that the Condominium maintains, with a generally accepted insurance carrier, a public liability insurance policy that satisfies the Condominium’s obligations under the Condominium’s Constituent Documents.

Section 9.4    Mortgagee’s Prior Consent. Mortgagor shall not, except after notice to Mortgagee and with Mortgagee’s prior written consent, either partition or subdivide the Unit or consent to: (i) the abandonment or termination of the Condominium, except as permitted under the Loan Agreement; (ii) any amendment to any provision of the Constituent Documents; or (iii) any action which would have the effect of rendering the public liability insurance coverage maintained by the

Condominium in violation of the Condominium’s obligations under the Condominium’s Constituent Documents.

EXECUTED as of the date first above written.

STATE OF NEW YORK    )

) ss.

COUNTY OF WESTCHESTER    )

On the 24th day of August in the year 2011 before me, the undersigned, personally appeared Robert Masters, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

.

WITNESS my hand and official seal.

____/s/ Debra Leibler-Jones_____________

Signature of Notary Public

Debra Leibler-Jones

Notary Public, State of New York

No. 01LE6005994

Qualified in Dutchess County

Commission Expires April 20, 2014

The condominium unit (the “Unit”) in the building (the “Building”) known as The 48-05 Metropolitan Avenue Condominium located at 48-05 Metropolitan Avenue, in the Borough and County of Queens, City and State of New York, said unit being designated and described as Unit No. 2 in that certain declaration dated November 1, 1979, made pursuant to Article 9-B of the Real Property Law of the State of New York (hereinafter referred to as the "Condominium Act") establishing a plan for condominium ownership of the Building and the land (hereinafter referred to as the "Land") upon which the Building is situate (which Land is more particularly described below), which declaration was recorded in the Office of the New York City Register, County of Queens, on December 26, 2001, in Reel 6143, page 2230 (the "Declaration"). This Unit is also designated as Tax Lot 1002 in Block 2611 of the Borough of Queens on the Tax Map of the Real Property Assessment Department of the City of New York and on the Floor Plans of the Building, certified by George Schwarz, Architect, on December 26, 2001 and filed in the in the Queens County Office of the Register of the City of New York on December 26, 2001, as Condominium Plan No. 408;

TOGETHER WITH an undivided 50.00% interest in the Common Elements (as such term is defined in the Declaration); and

TOGETHER WITH AND SUBJECT TO all easements favor of the Unit and in favor of the other units in the Building and the Common Elements.

The Premises within which the Unit is located are more particularly described as follows:

All that certain piece or parcel of land, lying and being in the Borough of Queens, City and State of New York more particularly described as follows:

COMMENCING at the intersection of the westerly boundary of Flushing Avenue and the northerly boundary of Metropolitan Avenue as laid down on the Final City Map.

THENCE westerly along said northerly boundary North 76 degrees 40 minutes 42 seconds West a distance of 490.42 feet to the point BEGINNING.

THENCE RUNNING northerly and along the center line of the right-of-way North 36 degrees 16 minutes 47 seconds East a distance of 375.05 feet to a point;

THENCE still northerly and along said center-line the following three courses:

1.    North 3 degrees 30 minutes 45 seconds West 39.00 feet;

2.    North 16 degrees 18 minutes 52 seconds West 39.00 feet;

THENCE along the said division line on a curve to the left having a radius of 1881.08 feet and an arc length of 349.08 feet to a point;

THENCE still along said division line South 51 degrees 09 minutes 50 seconds West a distance of 144.86 feet to a point;

THENCE easterly along a one story brick building, the following three courses and distance;

1.     South 38 degrees 54 minutes 10 seconds East 24.50 feet;

2.     North 51 degrees 05 minutes 50 seconds East 120.50 feet;

THENCE along said center-line of common wall, the following five courses and distances:

1.    South 13 degrees 19 minutes 18 seconds West 15.50 feet;

2.     South 76 degrees 40 minutes 42 seconds East 9.55 feet;

3.     South 13 degrees 13 minutes 01 seconds West 189.20 feet;

4.     North 76 degrees 40 minutes 42 seconds West 9.30 feet;

 

THENCE along said boundary line easterly South 76 degrees 40 minutes 42 seconds East a distance of 243.32 feet to the point or place of BEGINNING.

SUBJECT TO the burdens of right of way for ingress and egress for others over the following:

COMMENCING at the intersection of the westerly boundary of Flushing Avenue and the northerly boundary of Metropolitan Avenue as laid down on the Final City Map.

THENCE westerly along said northerly boundary North 76 degrees 40 minutes 42 seconds West a distance of 490.42 feet to the point of BEGINNING.

THENCE still along said boundary line, North 76 degrees 40 minutes 42 seconds West a distance of 15.25 feet to the westerly line of right-of-way.

THENCE along said westerly line of right-of-way, North 36 degrees 16 minutes 47 seconds East a distance of 340.34 feet to a point;

THENCE northerly the following four courses and distances

1.     on a curve to the left, having a radius of 30.00 feet and an arc length of 46.18 feet;

2.     on a curve to the right having a radius of 39.00 feet and an arc length of 73.10 feet;

3.     South 16 degrees 18 minutes 52 seconds East 39.00 feet;

4.     South 3 degrees 30 minutes 45 seconds East 39.00 feet to a point;

THENCE along the centerline of right-of-way South 36 degrees16 minutes 47 seconds West a distance of 375.05 feet to a point or place of BEGINNING.

SUBJECT TO the burdens of a right of way for ingress and egress for others over the following:

COMMENCING at the intersection of the northerly boundary of Metropolitan Avenue and the easterly boundary of Long Island Railroad Bushwick Branch:

RUNNING THENCE along said Long Island Railroad line the following courses and distances;

1.     North 51 degrees 09 minutes 50 seconds East 323.60 feet;

THENCE in a southeasterly direction south 48 degrees 00 minutes 22 seconds (45 degrees 15 minutes 27 seconds per survey) East a distance of 69.74 feet to the point or place of BEGINNING.

THENCE still along the prolongation of the last mentioned course, the following courses and distances

SUBJECT TO the burdens of a right of way for ingress or egress for others over the following:

COMMENCING at the intersection of the northerly boundary of Metropolitan Avenue and the easterly boundary of Long Island Railroad Bushwick Branch;

RUNNING THENCE along said Long Island Railroad line north 51 degrees 09 minutes 50 seconds East a distance of 178.74 feet to the point or place of BEGINNING.

THENCE still northeasterly along the railroad line, North 51 degrees 09 minutes 50 seconds East a distance of 118.66 feet to a point;

THENCE in a southeasterly direction South 43 degrees 12 minutes 50 seconds East a distance of 24.43 feet to the corner of a one story brick building.

THENCE along said one story brick building the following two courses and distances;

1.     South 51 degrees 05 minutes 50 seconds West 120.50 feet;

TOGETHER WITH a right to ingress and egress over the following;

COMMENCING at the intersection of the westerly boundary of Flushing Avenue and the northerly boundary of Metropolitan Avenue as laid down on the Final City Map;

THENCE westerly along said northerly boundary North 76 degrees 40 minutes 42 seconds West a distance of 490.42 feet, to a point of BEGINNING.

THENCE along center line of existing right-of-way, North 36 degrees 16 minutes 47 seconds East 375.05 feet to a point:

THENCE North 3 degrees 30 minutes 45 seconds West 39.00 feet:

THENCE North 16 degrees 18 minutes 52 seconds West 39.00 feet;

THENCE on a curve to the right having a radius of 39.00 feet and an arc length of 97.07 feet to a point;

THENCE along the easterly line of said right-of-way South 36 degrees 16 minutes 47 seconds West 399.06 feet to a point on the northerly boundary of the here and before mentioned boundary of Metropolitan Avenue.

THENCE along said boundary North 76 degrees 40 minutes 42 seconds West 15.25 feet to the point or place of BEGINNING.