================================================================================







                          RD ELMWOOD ASSOCIATES, L.P.,



                                   Mortgagor,



                                       and



                           WASHINGTON MUTUAL BANK, FA,



                                    Mortgagee



                          _____________________________



                         MORTGAGE, ASSIGNMENT OF LEASES

                        AND RENTS AND SECURITY AGREEMENT

                          _____________________________





                          Dated as of November 22, 2002







================================================================================

This instrument affects real and personal property situated in the State of New

Jersey, County of Bergen, Borough of Elmwood Park in Lots 3 & 4 of Block 201,

and Lot 2 of Block 301, and known by the street address of 58, 80 and 100

Broadway, Elmwood Park, New Jersey.

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RECORD AND RETURN TO:



LeBoeuf, Lamb, Greene & MacRae, L.L.P.

125 West 55th Street

New York, New York  10019

Att'n:  Richard Weidman, Esq.



Title Company: Land Title Agency, Inc.,

               as Agent of Commonwealth Land Title Insurance Company

Title No.:     02-LT-0967







{PAGE}



                  THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY

AGREEMENT, made as of November 22, 2002, from RD ELMWOOD ASSOCIATES, L.P., a

Delaware limited partnership, having an address at c/o Acadia Realty Trust, 20

Soundview Marketplace, Port Washington, New York 11050 ("Mortgagor"), to

WASHINGTON MUTUAL BANK, FA, a banking corporation chartered under the laws of

the United States, having an address at EAB Plaza, Thirteenth Floor, Uniondale,

New York 11556-0123 (together with its successors in such capacity,

"Mortgagee"),



                        W I T N E S S E T H   T H A T:

                        -------------------   --------



                  WHEREAS, Mortgagor is on the date of this Mortgage the owner

of fee title to one or more parcels of land and the improvements thereon located

at Elmwood Park Shopping Center, 58, 80 and 100 Broadway, Borough of Elmwood

Park, County of Bergen, and State of New Jersey, more particularly described in

Schedule A annexed hereto and made part hereof;



                  WHEREAS, concurrently with the execution and delivery of this

Mortgage, Assignment of Leases and Security Agreement (this "Mortgage"),

Mortgagor will borrow from Mortgagee up to $20,000,000 or so much thereof as

shall be advanced to Mortgagor pursuant to the Revolving Loan Agreement

identified below, which borrowing will be secured by this Mortgage;



                  WHEREAS, Borrower has executed and delivered its Promissory

Note, dated the date hereof, in the amount of up to $20,000,000 to Mortgagee,

which note obligates Mortgagor to pay the Mortgage Amount, or so much thereof as

may be advanced from time to time in accordance with the terms of the Loan

Agreement (said Promissory Note, as the same may hereafter be amended, modified,

extended, severed, assigned, renewed, replaced or restated, and including any

substitute or replacement notes, is hereinafter referred to individually and

collectively as the "Note"); and



                  WHEREAS, in order to secure the payment of the Note, Mortgagor

has duly authorized the execution and delivery of this Mortgage.



                  NOW, THEREFORE, in consideration of the premises and of the

mutual covenants herein contained,



                  TO SECURE (a) the full, faithful and punctual (i) payment by

Borrower of all sums payable under the Note or any other Loan Document (as

hereinafter defined) up to the Mortgage Amount and (ii) performance of and

compliance with each and every term, condition, agreement, undertaking, covenant

and provision to be performed or complied with by Mortgagor pursuant to the Loan

Documents, and (b) the truth, accuracy and completeness of all representations

and warranties made by Mortgagor to Mortgagee in the Loan Documents or otherwise

in connection with the Loan, Mortgagor hereby creates in favor of Mortgagee a

security interest in, and gives, grants, bargains, sells, warrants, aliens,

remises, releases, conveys, assigns, transfers, mortgages, hypothecates,

deposits, pledges, sets over and confirms unto Mortgagee, its successors and

assigns, WITH MORTGAGE COVENANTS and the other covenants and agreements set

forth herein, all of Mortgagor's estate, right, title, interest, claim and

demand (whether at law or in equity, in possession or expectancy) in, to and

under the following described property (collectively, the "Mortgaged Property"),

whether now owned or held or hereafter acquired by Mortgagor:





{PAGE}



                  (i) the premises described in Schedule A, including all

         easements, rights, privileges and appurtenances that in any way belong

         or appertain to such premises, and all estate, right, title, interest,

         claim or demand whatsoever of Mortgagor therein and in the streets and

         ways adjacent thereto, whether in law or in equity, in possession or

         expectancy, now or hereafter acquired, together with any and all

         options held by Mortgagor to purchase, lease, or sublease or otherwise

         acquire such premises or any portion thereof or interest therein, and

         any greater estate in such premises now owned or hereafter acquired by

         Mortgagor (collectively, the "Premises");



                  (ii) all structures, buildings or other improvements now or

         hereafter located upon the Premises or on any part thereof, including

         all plant, equipment, apparatus, machinery and fixtures forming part of

         said structures, buildings and other improvements (all, collectively,

         the "Improvements");



                  (iii) all fixtures, fittings, furniture, furnishings,

         appliances, apparatus, equipment, machinery and other articles of

         personal property (including without limitation all building service

         equipment and building materials and supplies), other than those owned

         by lessees, now or at any time hereafter attached to, placed upon, or

         used or to be used in any way in connection with the use, enjoyment,

         occupancy or operation of the Premises or the Improvements (all,

         collectively, the "Chattels");



                  (iv) all leases, subleases, tenancies, subtenancies and rental

         and occupancy agreements for the use and occupancy of all or any

         portion of the Mortgaged Property which are now in existence or which

         may exist at any time during the period that this Mortgage is in

         effect, together with any modifications, amendments, renewals or

         extensions of any of the foregoing, whether or not written and, if

         written, whether or not recorded (all of which present and future

         leases, subleases, tenancies, subtenancies and rental and occupancy

         agreements, as modified, amended, renewed or extended, are hereinafter

         referred to, each as a "Lease" and, collectively, as the "Leases"), and

         all estate, right, title, interest, claim and demand of Mortgagor under

         the Leases, including, without limitation, any cash, letters of credit

         or securities deposited by lessees or others to secure their

         performance, the rents and all other sums payable thereunder and the

         right to receive and collect the rents, revenues, receipts, income,

         earnings, issues, accounts receivable and profits derived from the

         Mortgaged Property (collectively, the "Rents") (subject, however, to

         any license to collect the Rents granted by Mortgagee to Mortgagor

         herein or in a separate assignment of leases and rents, and all

         guarantees of the performance of lessees and other obligors under such

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