BUILDING LOAN AGREEMENT

Exhibit 10.74

BUILDING LOAN AGREEMENT

Dated as of December 26, 2007

Between

ACADIA ATLANTIC AVENUE LLC,
as Borrower

and

BEAR STEARNS COMMERCIAL MORTGAGE, INC.,
as Lender

MERS MIN: 8000101-0000007166-1

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION							1
		Section 1.1		Definitions			1
		Section 1.2		Principles of Construction			34
ARTICLE II. GENERAL TERMS							34
		Section 2.1		Loan Commitment; Disbursement to Borrower			34
		Section 2.2		Interest Rate			38
		Section 2.3		Loan Payment			39
		Section 2.4		Prepayments			40
		Section 2.5		Defeasance			41
		Section 2.6		Release of Property			44
		Section 2.7		Clearing Account/Cash Management			44
		Section 2.8		Intentionally Omitted			47
		Section 2.9		Payments Not Conditional			47
		Section 2.10		Initial Advance			47
		Section 2.11		Construction Advances			51
		Section 2.12		Final Advance			55
		Section 2.13		No Reliance			57
		Section 2.14		Method of Disbursement of Loan Proceeds			57
		Section 2.15		Plan Review Process			59
ARTICLE III. CONDITIONS PRECEDENT							60
		Section 3.1		Conditions Precedent to Closing			60
ARTICLE IV. REPRESENTATIONS AND WARRANTIES							64
		Section 4.1		Borrower Representations			64
		Section 4.2		Survival of Representations			76
ARTICLE V. BORROWER COVENANTS							76
		Section 5.1		Affirmative Covenants			76
		Section 5.2		Negative Covenants			92
ARTICLE VI. INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS							102
		Section 6.1		Insurance			102
		Section 6.2		Casualty and Condemnation			108
		Section 6.3		Application of Net Proceeds			114
ARTICLE VII. RESERVE FUNDS							114
		Section 7.1		Tax and Insurance Escrow Fund			114
		Section 7.2		Interest Reserve			116
		Section 7.3		Replacements and Replacement Reserve			116
		Section 7.4		Punch List and Deferred Maintenance Reserve			120
		Section 7.5		Intentionally Omitted			121
		Section 7.6		Excess Cash Flow			122

		Section 7.7		Operating Reserve			122
		Section 7.8		Reserve Funds, Generally			122
		Section 7.9		Letter of Credit Rights			123
ARTICLE VIII. DEFAULTS							123
		Section 8.1		Event of Default			123
		Section 8.2		Remedies			127
		Section 8.3		Remedies Cumulative; Waivers			128
ARTICLE IX. SPECIAL PROVISIONS							128
		Section 9.1		Sale of Notes and Securitization			128
		Section 9.2		Securitization Indemnification			131
		Section 9.3		Exculpation			134
		Section 9.4		Intentionally Omitted			136
		Section 9.5		Servicer			136
ARTICLE X. MISCELLANEOUS							136
		Section 10.1		Survival			136
		Section 10.2		Lender’s Discretion			136
		Section 10.3		Governing Law			136
		Section 10.4		Modification, Waiver in Writing			138
		Section 10.5		Delay Not a Waiver			138
		Section 10.6		Notices			138
		Section 10.7		Trial by Jury			139
		Section 10.8		Headings			139
		Section 10.9		Severability			139
		Section 10.10		Preferences			139
		Section 10.11		Waiver of Notice			140
		Section 10.12		Remedies of Borrower			140
		Section 10.13		Expenses; Indemnity			140
		Section 10.14		Schedules and Exhibits Incorporated			141
		Section 10.15		Offsets, Counterclaims and Defenses			141
		Section 10.16		No Joint Venture or Partnership; No Third Party Beneficiaries			142
		Section 10.17		Publicity			142
		Section 10.18		Waiver of Marshalling of Assets			142
		Section 10.19		Waiver of Counterclaim			142
		Section 10.20		Conflict; Construction of Documents; Reliance			142
		Section 10.21		Brokers and Financial Advisors			143
		Section 10.22		Prior Agreements			143
		Section 10.23		Joint and Several Liability			143
		Section 10.24		Certain Additional Rights of Lender (VCOC)			143
		Section 10.25		MERS			144

SCHEDULES

Schedule I		—   Organizational Chart of Borrower
Schedule II		—   Development Budget
Schedule III		—   Plans and Specifications
Schedule IV		—   Construction Schedule
Schedule V		—   Rent Roll

EXHIBITS

Exhibit A		Legal Description of the Land
Exhibit B		Intentionally Omitted
Exhibit C		Form of Datedown Endorsement
Exhibit D		Section 22 Affidavit
Exhibit E		Affirmation of Payment (AIA Form G706)
Exhibit F		Architect’s Certificate
Exhibit G		General Contractor’s Certificate
Exhibit H		Form of Performance Letter
Exhibit I		Anticipated Cost Report Form
Exhibit J		Form of Lien Waivers
Exhibit K		Form of Insolvency Opinion -To Be Delivered Upon Completion
Exhibit L		Form of Borrower’s Requisition
Exhibit M		Application and Certificate for Payment (AIA Form G702)

BUILDING LOAN AGREEMENT

          THIS BUILDING LOAN AGREEMENT, dated as of December 26, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement” or sometimes, this “Building Loan Agreement”), is made by and between BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”) and ACADIA ATLANTIC AVENUE LLC, a Delaware limited liability company, having its principal place of business at c/o Acadia Realty Trust, 1311 Mamaroneck Avenue — Suite 260, White Plains, New York 10605, as Borrower (“Borrower”).

WITNESSETH:

          WHEREAS, Borrower desires to obtain the Building Loan (as hereinafter defined) from Lender; and

          WHEREAS, Lender is willing to make the Building Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

          NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

ARTICLE I.

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

     Section 1.1 Definitions.

          For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

          “ADA” shall mean the Americans with Disabilities Act of 1992, as amended from time to time.

          “Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c).

          “Additional Interest Reserve Deposit” shall have the meaning set forth in Section 5.1.28 hereof.

          “Additional Mezzanine Borrower” shall have the meaning set forth in Section 5.2.13(g) hereof.

          “Additional Mezzanine Loan” shall have the meaning set forth in Section 5.2.13 hereof.

          “Additional Mezzanine Loan Documents” shall have the meaning set forth in Section 5.2.13(f) hereof.

          “Administration Fee” shall have the meaning set forth in the Administration Fee Agreement.

          “Administration Fee Agreement” shall mean that certain Administration Fee Agreement dated as of the date hereof between Borrower and Lender.

          “Advance” or “Advances” shall mean any disbursement of the proceeds of the Building Loan by Lender pursuant to the terms of this Agreement.

          “Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

          “Affiliated Manager” shall mean any Manager in which Borrower or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

          “Affiliate Fees” shall mean collectively, any development fee, management fee, brokerage fee, commission, distribution, reimbursement, salary, consideration sum or amount, however characterized, payable to any Restricted Party with respect to the Property and/or the Project.

          “Affirmation of Payment” shall have the meaning as set forth in Section 2.11.5(e).

          “Aggregate Debt Service Coverage Ratio” shall have the meaning set forth in Section 5.2.13 hereof.

          “Agreement” shall mean this Building Loan Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

          “ALTA” shall mean American Land Title Association, or any successor thereto.

          “Annual Budget” shall mean the operating budget, including all planned Capital Expenditures, for the Property prepared by Borrower in accordance with Section 5.1.11.(e) hereof for the applicable Fiscal Year or other period.

          “Anticipated Costs Report” shall have the meaning as set forth in Section 2.11.5(a).

          “Approved Annual Budget” shall have the meaning set forth in Section 5.1.11(e) hereof.

          “Approved Bank” shall mean a bank or other financial institution which has a minimum long term unsecured debt rating of at least “AA” by S&P and Fitch and “Aa2” by Moody’s.

          “Architect’s Certificate” shall have the meaning as set forth in Section 2.10.10.

          “Architect’s Contract” shall mean that certain Professional Services Authorization between Borrower and Borrower’s Architect dated as of March 16 2007, as the same may be amended from time to time in compliance with the terms hereof.

          “Assignment of Contracts” shall mean that certain Assignment of Agreement Permits and Contracts dated as of the date hereof from Borrower, as assignor, to Lender, as assignee.

          “Assignment of Leases” shall mean, collectively, the Building Loan Assignment of Leases and the Project Loan Assignment of Leases.

          “Assignment of Management Agreement” shall mean that certain Assignment of Management Agreement and Subordination of Management Fees, dated as of the date hereof, among Lender, Borrower and Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

          “Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property.

          “Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, in which such Person colludes with, or otherwise assists such Person, or causes to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Property; (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

          “Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. §101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

          “Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns.

          “Borrower’s Architect” shall mean Butz Wilbern, Ltd..

          “Borrower’s Requisition” shall have the meaning set forth in Section 2.14.1 hereof.

          “BSCMI” shall mean Bear Stearns Commercial Mortgage, Inc., a New York corporation, and its successors in interest.

          “Budget Line” shall have the meaning set forth in Section 2.1.14 hereof.

          “Building Loan” shall mean the loan made by Lender to Borrower pursuant to this Agreement in the principal amount of up to the Building Loan Amount.

          “Building Loan Amount” shall mean Eleven Million, Two Hundred Twenty-Nine Thousand, Two Hundred Sixty and 33/100 Dollars ($11,229,260.33).

          “Building Loan Assignment of Leases” shall mean that certain Building Loan Assignment of Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

          “Building Loan Budget” shall have the meaning set forth in Section 2.1.14 hereof.

          “Building Loan Costs” shall mean all Project-Related Costs (including Hard Costs and Soft Costs) that are Costs of the Improvements.

          “Building Loan Documents” shall mean, collectively, this Agreement, the Building Loan Note, the Building Loan Mortgage, the Building Loan Assignment of Leases, as well as all other documents now or hereafter executed and/or delivered with respect to the Building Loan.

          “Building Loan Earn Out Advance” shall have the meaning set forth in Section 2.12.2 hereof.

          “Building Loan Mortgage” shall mean that certain Building Loan Mortgage, Assignment of Leases and Rents and Security Agreement dated the date hereof, executed and delivered by Borrower to Lender as security for the Building Loan and encumbering the Property.

          “Building Loan Note” shall mean that certain Building Loan Promissory Note, dated the date hereof, in the principal amount of up to the Building Loan Amount made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

          “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York, or the place of business of any Servicer are not open for business.

          “Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs).

          “Carrying Costs” shall mean, the sum of the following costs associated with the Property for any specified period: (a) Taxes, (b) Other Charges, (c) Insurance Premiums and (d) Operating Expenses.

          “Cash” shall mean the legal tender of the United States of America.

          “Cash and Cash Equivalents” shall mean any one or a combination of the following: (i) Cash, and (ii) U.S. Obligations, and (iii) an irrevocable standby Letter of Credit.

          “Cash Management Account” shall have the meaning set forth in Section 2.7.2(a) hereof.

          “Cash Management Agreement” shall mean that certain Cash Management Agreement, dated as of the date hereof, by and among Borrower, Manager, Cash Management Bank and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

          “Cash Management Bank” shall mean Wells Fargo Bank, N.A., a national banking association, or any successor Eligible Institution acting as Agent under the Cash Management Agreement.

          “Cash Management Conditions” shall have the meaning set forth in Section 2.7 hereof.

          “Cash Trap Event” shall mean the occurrence of any of the following: (a) an Event of Default; (b) any Bankruptcy Action of Borrower or Mezzanine Borrower; (c) any Bankruptcy Action of Manager; or (d) on or after the last day of the Construction Term, a DSCR Trigger.

          “Cash Trap Event Cure” shall mean:

          (a) if the Cash Trap Event is caused solely by the occurrence of:

               (i) clause (a) in the definition of “Cash Trap Event”, a cure of the Event of Default which gave rise to the Cash Trap Event which is accepted or waived in writing by Lender, in its sole discretion, prior to Lender exercising any of its rights, to accelerate the Loan, move to appoint a receiver, or commence a foreclosure action;

               (ii) clause (c) in the definition of “Cash Trap Event”, either (A) if such Cash Trap Event is as a result of the filing of an involuntary petition against Manager and not consented to by Manager, upon the same being discharged, stayed or dismissed within thirty (30) days of such filing and such filing (after dismissal or discharge), provided, that such dismissal or discharge in Lender’s reasonable opinion does not adversely impact the Loan or the Property, or

(B) if Borrower replaces the Manager with a Qualified Manager pursuant to a Replacement Management Agreement approved by Lender;

               (iii) a DSCR Trigger Event, if the Debt Service Coverage Ratio is greater than 1.05 to 1:00 based upon the trailing six (6) month period annualized as of two (2) consecutive Debt Service Coverage Ratio Determination Dates occurring thereafter.

          (b) provided, that, each such Cash Trap Event Cure set forth in this definition shall be subject to the following conditions, (i) no Event of Default (other than that giving rise to the Cash Trap Event) shall have occurred and be continuing under this Agreement or any of the other Loan Documents, (ii) Borrower shall have notified Lender in writing of its election to cure the respective Cash Trap Event, (iii) a Cash Trap Event Cure under clauses (a)(i) and (a)(ii) may occur no more than 3 times during the term of the Loan, (iv) Borrower shall have paid all of Lender’s reasonable expenses incurred in connection with such cure including, reasonable attorney’s fees and costs; and (v) in no event shall Borrower have the right to “cure” a Cash Trap Event occurring by reason of a Bankruptcy Action of Borrower or Mezzanine Borrower.

          “Cash Trap Period” shall mean each period commencing on the occurrence of a Cash Trap Event and continuing until the earlier of (a) the Payment Date next occurring following the related Cash Trap Event Cure, or (b) until payment in full of all principal and interest on the Loan and all other amounts payable under the Loan Documents in accordance with the terms and provisions of the Loan Documents.

          “Casualty” shall have the meaning set forth in Section 6.2 hereof.

          “Casualty Consultant” shall have the meaning set forth in Section 6.2.4(d) hereof.

          “Casualty Retainage” shall have the meaning set forth in Section 6.2.4(e) hereof.

          “Clearing Account” shall have the meaning set forth in Section 2.7 hereof.

          “Clearing Account Agreement” shall have the meaning set forth in Section 2.7.1 hereof.

          “Clearing Bank” shall have the meaning set forth in Section 2.7 hereof.

          “Closing Date” shall mean the date of this Agreement.

          “Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

          “Completion of the Improvements” shall mean the substantial completion (i.e., completion of the Project Improvements other than Punch List Items) of the construction and renovation of the Project Improvements substantially in accordance with all Plans and Specifications, all Legal Requirements, all Permitted Encumbrances and this Agreement, and that all utilities necessary to service the Project Improvements have been connected and are in

operation, such completion to be evidenced to the reasonable satisfaction of Lender and the Construction Consultant; together with the delivery to Lender of:

               (i) a permanent or temporary certificate(s) of occupancy for the Project Improvements and evidence that all other Governmental Approvals have been issued and all other Legal Requirements have been satisfied so as to allow the Project Improvements to be used and operated in accordance with the Loan Documents and the Plans and Specifications; and

               (ii) AIA Form G704 (Certificate of Substantial Completion) completed and executed by Borrower’s Architect certifying the substantial completion of the Project Improvements in accordance with the Plans and Specifications.

          “Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

          “Condemnation Proceeds” shall have the meaning set forth in Section 6.2.1 hereof.

          “Construction Advance Conditions” shall have the meaning set forth in Section 2.11 hereof.

          “Construction Consultant” shall mean EMG Consulting Group, or such other Person as Lender may designate and engage as a replacement to inspect the Project Improvements and the Property as construction progresses and consult with and to provide advice to and to render reports to Lender, which Person may be, at Lender’s option upon notice to Borrower, either an officer or employee of Lender or consulting architects, engineers or inspectors appointed by Lender.

          “Construction Schedule” shall mean the construction schedule attached hereto as Schedule IV, broken down by trade, of Borrower’s best good faith estimate of the dates of commencement and completion of the Project Improvements certified by Borrower to Lender in final form approved by Lender and the Construction Consultant prior to the Closing.

          “Construction Term” shall mean the period commencing on the date hereof and ending on the first to occur of (i) the Maturity Date, whether by acceleration or otherwise, (ii) the 24^th Payment Date, and (iii) the Final Advance.

          “Contingency” shall mean the contingency Line Item in the Building Loan Budget and/or Project Loan Budget.

          “Contract” shall mean shall mean any agreement (including the General Contractor’s Agreement) entered into by Borrower or by General Contractor, in which the Contractor or Subcontractor thereunder agrees to provide services, labor and/or materials in connection with the Project Improvements. All Contracts shall require that the Contractor or Subcontractor thereunder use union labor.

          “Contractor” shall mean any contractor hired by Borrower, including, without limitation, the General Contractor (including subsidiaries and affiliates), supplying services, labor and/or materials in connection with the Project.

          “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

          “Costs of the Improvement” shall mean those items defined as an “improvement” and/or a “cost of improvement” under Section 2 of Article 1 the Lien Law.

          “Covered Disclosure Information” shall have the meaning set forth in Section 9.2(b) hereof.

          “Debt” shall mean the outstanding principal amount of the Building Loan set forth in, and evidenced by, this Agreement, the Building Loan Documents and the Building Loan Note, together with all interest accrued and unpaid thereon and all other sums due to Lender in respect of the Building Loan under the Building Loan Note, this Agreement, the Building Loan Mortgage or any other Building Loan Document.

          “Debt Service” shall mean, with respect to any particular period of time, the aggregate scheduled principal and interest payments due under this Building Loan Agreement and the Building Loan Note.

          “Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

	(a)		the numerator is the Net Operating Income (excluding interest on credit accounts and using annualized operating expenses for any recurring expenses not paid monthly (e.g., Taxes and Insurance Premiums)) for such period as set forth in the statements required hereunder, adjusted for a vacancy rate equal to the greater of the actual vacancy rate, the market vacancy rate and an assumed vacancy rate equal to five percent (5%), without deduction for (i) actual management fees incurred in connection with the operation of the Property less (A) management fees equal to the greater of (1) assumed management fees of six percent (6%) of Gross Income from Operations or (2) the actual management fees incurred, and (B) Replacement Reserve Fund contributions equal to $16,500.00 per annum; and
	(b)		the denominator is the Total Debt Service for such period assuming a thirty (30) year amortization schedule.

          “Debt Service Coverage Ratio Determination Date” shall mean the earlier of the Required Completion Date and the date of the Final Advance and the first day of each calendar month thereafter.

          “Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

          “Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (a) the maximum rate permitted by applicable law or (b) five percent (5%) above the Interest Rate.

          “Defeasance Date” shall have the meaning set forth in Section 2.5.1(a)(i) hereof.

          “Defeasance Deposit” shall mean an amount equal to the remaining principal amount of the Note, the Defeasance Payment Amount, any costs and expenses incurred or to be incurred in the purchase of U.S. Obligations necessary to meet the Scheduled Defeasance Payments and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note or otherwise required to accomplish the agreements of Section 2.5 hereof (including, without limitation, any fees and expenses of accountants, attorneys and the Rating Agencies incurred in connection therewith).

          “Defeasance Event” shall have the meaning set forth in Section 2.5.1(a) hereof.

          “Defeasance Expiration Date” shall mean the date that is two (2) years from the “startup day” within the meaning of Section 860G(a)(9) of the Code for the REMIC Trust.

          “Defeasance Payment Amount” shall mean the amount (if any) which, when added to the remaining principal amount of the Note, will be sufficient to purchase U.S. Obligations providing the required Scheduled Defeasance Payments.

          “Deferred Maintenance Condition” shall have the meaning set forth in Section 7.4.1.

          “Development Budget” shall have the meaning set forth in Section 2.1.14 hereof.

          “Disbursement Schedule” shall mean the schedule of the amounts of Advances hereunder and Project Loan Advances under the Project Loan anticipated to be requisitioned by Borrower each month during the term of the Loan, attached hereto as part of the Development Budget and in final form approved by Lender and the Construction Consultant prior to the Closing Date.

          “Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, or similar offering memorandum or offering circular, or such other information reasonably requested by Lender, in each case in preliminary or final form, used to offer Securities in connection with a Securitization.

          “Dollars” or “$” shall mean lawful money of the United States of America.

          “Draw Request” shall mean, with respect to each Advance, Borrower’s Requisition for such Advance, along with such other documents required by this Agreement to be furnished to Lender as a condition to such Advance.

          “DSCR Trigger Event” shall mean, that as of any Debt Service Coverage Ratio Determination Date, the Debt Service Coverage Ratio as determined by Lender based on the trailing six (6) month period (annualized) immediately preceding the date of such determination is less than 1.00 to 1.0.

          “Earn Out Advance” shall have the meaning set forth in Section 2.12.2 hereof.

          “Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least Fifty Million and 00/100 Dollars ($50,000,000.00) and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

          “Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P, “P-1” by Moody’s and “F-1+” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “AA” by Fitch and S&P and “Aa2” by Moody’s).

          “Embargoed Person” shall have the meaning set forth in Section 5.1.42 hereof.

          “Environmental Engineer” shall mean such environmental engineering or similar inspection firms approved by Lender.

          “Environmental Indemnity” shall mean that certain Environmental Indemnification Agreement, dated as of the date hereof, executed by Borrower and Acadia Strategic Opportunity Fund II, LLC in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

          “Equipment” shall have the meaning as set forth in the granting clause of the Building Loan Mortgage.

          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

          “Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

          “Excess Cash Flow” shall have the meaning set forth in Section 3.4(i) of the Cash Management Agreement.

          “Excess Cash Flow Funds” shall have the meaning set forth in Section 7.6 hereof.

          “Excess Cash Flow Reserve” shall have the meaning set forth in Section 7.6 hereof.

          “Exchange Act” shall have the meaning set forth in Section 9.2(a) hereof.

          “Extraordinary Expense” shall have the meaning set forth in Section 5.1.11(f) hereof.

          “Final Advance” shall have the meaning set forth in Section 2.12.1.

          “Final Project Loan Advance” shall mean the Final Advance as defined in the Project Loan Agreement.

          “Final Project Report” shall mean the report to be prepared by the Construction Consultant of its review of the Development Budget, Building Loan Budget, Project Loan Budget, the Plans and Specifications, the Construction Schedule in final form, the Disbursement Schedule, all in final form, the General Contractor’s Agreement, the Contracts, the Major Contracts and such other documents and information reasonably required by the Construction Consultant.

          “FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

          “Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

          “Fitch” shall mean Fitch, Inc.

          “Fixtures” shall have the meaning set forth in the Mortgage.

          “Force Majeure” shall mean, with respect to the obligations of any Person, actual delay beyond the reasonable control of such Person, which is due to any of the following (a) natural disaster, fire or other casualty, earthquake, flood, explosion, abnormally inclement weather for the season in question (as reported by an appropriate authority) or any other act of God, (b) declared or undeclared war, acts of domestic or international terrorism, riot, mob violence, insurrection or sabotage, (c) the inability to procure labor, equipment, facilities, energy, materials or supplies, the failure of transportation, any other labor disturbance, strikes, lockouts or actions of labor unions, in each such case, so long as such cause is not within the reasonable control of such Person, (d) condemnation, temporary restraining orders or injunctions, changes after the date hereof in the requirements or interpretations of relevant laws, in each such case, so long as such cause is not within the reasonable control of such Person, or (e) any other cause not within the reasonable control of such Person; provided that, with respect to any of the circumstances described in the foregoing clauses (a) through (e) inclusive: (i) for the purposes of this Agreement, any period of Force Majeure shall apply only to such person’s performance of

the obligations necessarily affected by such circumstance and shall continue only so long as such person is continuously and diligently using all reasonable efforts to minimize the effect and duration thereof; and (ii) notwithstanding the foregoing, Force Majeure shall not include (A) the unavailability or insufficiency of funds as a result of the insolvency of such Person or any of its Affiliates, (B) any breach of contract or default by Borrower’s Architect, the General Contractor or any Major Contractor under their respective contracts and agreements concerning the Project Improvements.

          “GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

          “General Contractor” shall mean Designline Construction Services, Inc. or any other general contractor or construction manager, as applicable, approved by Lender and the Construction Consultant in accordance with the terms of this Agreement.

          “General Contractor’s Agreement” shall have the meaning set forth in Section 2.10.9.

          “General Contractor’s Certificate” shall have the meaning set forth in Section 2.10.10.

          “Governmental Approvals” shall mean all approvals, consents, waivers, orders, acknowledgments, authorizations, permits and licenses required under applicable Legal Requirements to be obtained from any Governmental Authority for the performance of the demolition work and construction of the Project Improvements and/or the use, occupancy and operation of the Project Improvements before the commencement, during and following completion of construction and Building Loan, as the context requires, including, without limitation, all land use, building, subdivision, zoning and similar ordinances and regulations promulgated by any Governmental Authority.

          “Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

          “Gross Income from Operations” shall mean, for any period, all sustainable income, computed in accordance with GAAP, derived from the ownership and operation of the Property from whatever source during such period, including, but not limited to, Rents from tenants in occupancy, open for business and paying full contractual rent without right of offset or credit, utility charges, escalations, forfeited security deposits, interest on credit accounts, service fees or charges, license fees, parking fees, rent concessions or credits, business interruption or other loss of income or rental insurance proceeds or other required pass-throughs and interest on Reserves, if any, but excluding Rents from tenants that are included in any Bankruptcy Action, sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Insurance Proceeds (other than business interruption or other loss of income or rental insurance), Awards, unforfeited security deposits, utility and other similar deposits and any disbursements to Borrower from the Reserve Funds, if any.

          “Guarantor” shall mean, collectively, Acadia Strategic Opportunity Fund II, LLC, a Delaware limited liability company, and Post Management, L.L.C., a Delaware limited liability company.

          “Guaranty of Completion” shall mean that certain Guaranty of Completion, dated as of the date hereof, executed and delivered by Acadia Strategic Opportunity Fund II, LLC in connection with the Loan to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

          “Guaranty of Recourse Carveouts” shall mean that certain Guaranty of Recourse Carveouts, dated as of the date hereof, executed and delivered by Guarantor in connection with the Loan to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

          “Hard Costs” shall mean those Building Loan Costs which are for labor, materials, equipment and fixtures.

          “Improvements” shall have the meaning set forth in the granting clause of the Mortgage

          “Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt or preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed (other than the Permitted Encumbrances).

          “Indemnified Liabilities” shall have the meaning set forth in Section 10.13(a) hereof.

          “Indemnified Persons” shall have the meaning set forth in Section 9.2(b) hereof.

          “Indemnifying Person” shall mean Borrower and Guarantor.

          “Independent Director” shall mean a director of a corporation or a limited liability company that is a Special Purpose Entity and “Independent Manager” shall mean a manager of a limited liability company that is a Special Purpose Entity, in either case, who is not at the time of initial appointment, or at any time while serving as an Independent Director or Independent Manager, as applicable, and has not been at any time during the preceding five (5) years: (a) a stockholder, director (with the exception of serving as the Independent Director or Independent Manager of a Special Purpose Entity), officer, employee, partner, member, attorney or counsel of Guarantor, Borrower, or any Affiliate of any of them (unless such natural person is an Independent Director or Independent Manager provided by a nationally recognized company

that provides professional independent managers and which also provides other corporate services in the ordinary course of business, in which case such Person may receive reasonable fees for servicing as Independent Director or Independent Manager of a Special Purpose Entity); (b) a creditor, customer, supplier or other Person who derives any of its purchases or revenues from its activities with Guarantor, Borrower or any Affiliate of any of them; (c) a Person controlling or under common control with any such stockholder, director, officer, employee, partner, member, creditor, customer, supplier or other Person; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, creditor, customer, supplier or other person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

          “Initial Advance” shall have the meaning set forth in Section 2.10 hereof.

          “Initial Advance Conditions” shall have the meaning set forth in Section 2.10 hereof.

          “Initial Interest Reserve Deposit” shall have the meaning set forth in Section 7.2.1.

          “Initial Tax and Insurance Escrow Deposit” shall have the meaning set forth in Section 7.1 hereof.

          “Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the date hereof delivered by Wachtel & Masyr, LLP in connection with the Loan.

          “Insurance Premiums” shall have the meaning set forth in Section 6.1.1(e) hereof.

          “Insurance Proceeds” shall have the meaning set forth in Section 6.2.1.

          “Intellectual Property” shall have the meaning set forth in Section 4.1.43 hereof.

          “Interest Period” shall mean: (a) the period commencing on the Closing Date and ending on the last day of the month in which the Closing Date occurs, both dates inclusive; and (b) the period commencing on and including the first day of each calendar month thereafter during the term of Loan and ending and including the last day of such calendar month.

          “Interest Rate” shall mean seven and one hundred forty-four one-thousandths percent (7.144%), provided, however, in the event that on or before January 1, 2011, the Property shall have achieved a Debt Service Coverage Ratio as determined by Lender of 1.15 to 1.0 using a debt service constant of 7.50%, and Borrower delivers to Lender a MAI appraisal performed, at Borrower’s sole cost and expense, by an appraiser approved by Lender and dated, or updated, to a date within 30 days of such date made in compliance with FIRREA and reasonably satisfactory to Lender in all respects; the appraisal value shall be subject to review and confirmation and updating as to valuation by Lender’s internal appraisal staff, whose decision shall be final absent manifest error showing that loan-to-value ratio for the Property is no greater than 75% assuming a fully advanced Loan, Lender shall, upon Borrower’s written

request, reduce the Interest Rate to a per annum rate equal to five and seven hundred ninety-four one-thousandths percent (5.794%), commencing on the first Payment Date after Borrower’s request. Any reduction in the Interest Rate as set forth above shall be effective commencing on the first Payment Date after Borrower’s request for such reduction and satisfaction of the conditions set forth above and no reduction in the Interest Rate shall be retroactive. In the event that Borrower fails to satisfy the conditions for a reduction of the Interest Rate within the time periods set forth above, time being of the essence, Borrower shall have no further right to obtain a reduction in the Interest Rate. Notwithstanding anything to the contrary contained herein, Lender shall have the right, in its sole discretion, at any time after the expiration of the Construction Term and prior to a Securitization of the Loan, to increase the Interest Rate by up to two-tenths of one percent (0.20%).

          “Interest Reserve Account” shall have the meaning set forth in Section 7.2.1.

          “Interest Reserve Deposit” shall have the meaning set forth in Section 7.2.1.

          “Interest Reserve Fund” shall have the meaning set forth in Section 7.2.1.

          “Interest Reserve Line Item” shall mean the interest reserve Line Item of the Project Loan Budget.

          “Land” shall mean the land described on Exhibit “A” attached hereto.

          “Lease” shall mean any lease, sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the Property, and every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

          “Legal Requirements” shall mean, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Property or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting the Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to the Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

          “Lender” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns.

          “Letter of Credit” shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit, as the same may be replaced, split, substituted, modified, amended,

supplemented, assigned or otherwise restated from time to time, (either an evergreen letter of credit or a letter of credit which does not expire until at least two (2) Business Days after the Maturity Date or such earlier date as such Letter of Credit is no longer required pursuant to the terms of this Agreement) in favor of Lender and entitling Lender to draw thereon based solely on a statement purportedly executed by an officer of Lender stating that it has the right to draw thereon, and issued by a domestic Approved Bank or the U.S. agency or branch of a foreign Approved Bank, or if there are no domestic Approved Banks or U.S. agencies or branches of a foreign Approved Bank then issuing letters of credit, then such letter of credit may be issued by a domestic bank, the long term unsecured debt rating of which is the highest such rating then given by the Rating Agency or Rating Agencies, as applicable, to a domestic commercial bank.

          “Liabilities” shall have the meaning set forth in Section 9.2(b) hereof.

          “Lien” shall mean, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Borrower, the Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

          “Lien Law” shall mean the Lien Law of the State of New York.

          “Line Item” shall have the meaning set forth in Section 2.1.14 hereof.

          “Liquidity” means unrestricted and unencumbered Cash and Cash Equivalents acceptable to Lender.

          “Loan” shall mean collectively, the Building Loan and the Project Loan.

          “Loan Agreement” shall mean collectively, this Building Loan Agreement, and the Project Loan Agreement.

          “Loan Documents” shall mean collectively, the Building Loan Documents and the Project Loan Documents, the Environmental Indemnity, the Guaranty of Completion, the Guaranty of Recourse Carveouts, the Cash Management Agreement, the Clearing Account Agreement, the Assignment of Contracts, the Administration Fee Agreement, the Rate Lock Agreement, and all other documents executed and/or delivered in connection with the Loan.

          “Loan-to-Cost Ratio” shall mean, as of any date, the ratio of (i) the Total Loan Amount to (ii) the aggregate amount of Project-Related Costs (excluding any Affiliate Fees) actually paid as of such date plus Project-Related Costs to be paid with the proceeds of the Advance(s) being requested by Borrower on such date hereunder and under the Project Loan Agreement.

          “Major Contractor” shall mean any contractor hired by Borrower, including, without limitation, the General Contractor (including subsidiaries and affiliates), supplying services, labor and/or materials in connection with the Project which is for an aggregate contract price equal to or greater than $500,000, whether pursuant to one contract or agreement or