EXHIBIT
10.1

       

      SECOND
AMENDED AND RESTATED LOAN AGREEMENT

      


      THIS SECOND AMENDED AND RESTATED LOAN
AGREEMENT made as of the 31st day of March, 2010 between VNB New York
Corp., as assignee of Valley National Bank, Merchants Bank Division (“VNB”), a
New York corporation having an office at 275 Madison Avenue, New York, NY 10016,
Bank Leumi USA (“Leumi”), having an office at 562 Fifth Avenue, New York, New
York 10036, Israel Discount Bank of New York (“IDB”), having an office at 511
Fifth Avenue, New York, New York 10017, Manufacturers and Traders Trust Company
(“M&T”), having an office at 350 Park Avenue, New York, New York 10022 and
One Liberty Properties, Inc., a Maryland corporation, having its principal place
of business at 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021 (the
“Borrower”).

       

      ARTICLE
I

      DEFINITIONS
AND ACCOUNTING TERMS

      


      1.1           Certain
Defined Terms.  As
used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):

      


      “Adjusted LIBOR Rate” means
for any LIBOR Interest Period applicable to any LIBOR Rate Loan, the rate per
annum as determined on the basis of the British Bankers’ Association (“BBA”)
“Interest Settlement Rate” for deposits, for a period of time comparable to such
LIBOR Interest Period, in U.S. Dollars as it appears on the Dow Jones Telerate
Service page 3750 (or such other pages as may replace page 3750 on that service
or such other service as may by nominated by the BBA for the purpose of
displaying BBA Interest Settlement Rates) as of 11:00 a.m. London time on the
day that is two (2) Business Days prior to the beginning of such LIBOR Interest
Period; provided, however, if the rate described above does not so appear on any
applicable interest determination date, the Adjusted LIBOR Rate shall be the
rate for deposits in dollars for a period substantially equal to the interest
period on the Reuters Page LIBO (or such other page as may replace the LIBO Page
on that service for the purpose of displaying such rates) as of 11:00 a.m.
(London time) on the day that is two (2) Business Days prior to the beginning of
such LIBOR Interest Period.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      If both the Telerate and Reuters system
are unavailable, then the rate for that date will be determined on the basis of
the offered rates for deposits in U.S. dollars for a period of time comparable
to such LIBOR Interest Period which are offered by four major banks in the
London interbank market at approximately 11:00 a.m. London time, on the day that
is two (2) Business Days prior to the beginning of such LIBOR Interest Period
preceding the first day of such LIBOR Rate Loan as selected by Lender. The
principal London office of each of the four major London banks will be requested
to provide a quotation of its U.S. dollar deposit offered rate. If at least two
such quotations are provided, the rate for that date will be the arithmetic mean
of all of the quotations. If fewer than two quotations are provided as
requested, the rate for that date will be determined on the basis of the rates
quoted for loans in U.S. dollars to leading European banks for a period of time
comparable to such LIBOR Rate Loan offered by major banks in New York City at
approximately 11:00 a.m. New York City time, on the day that is two London
Business Days preceding the first day of such LIBOR Rate Loan. In the event that
Lender is unable to obtain any such quotation as provided above, it will be
deemed that the Adjusted LIBOR Rate pursuant to a LIBOR Rate Loan cannot be
determined. In the event that the Board of Governors of the Federal Reserve
system shall impose a Reserve Percentage with respect to LIBOR deposits of
Lender, then for any period during which such Reserve Percentage shall apply,
the Adjusted LIBOR Rate shall be equal to the amount determined above divided by
an amount equal to 1 minus the Reserve Percentage.

      


      “Adjusted Net Operating
Income” means the base rent of all properties subject to the covenant
being tested less operating expenses and an assumed two (2%) percent management fee
allowance.

      


      “Affiliate” means, as to any
Person: (i) a Person which directly or indirectly controls, or is controlled by,
or is under common control with, such Person; (ii) a Person which directly or
indirectly beneficially owns or holds five (5%) percent or more of any class of
voting stock of, or five (5%) percent or more of the equity interest in, such
Person, excluding institutional investors that file under section 13(g) of the
Securities and Exchange Act of 1934, as amended; or (iii) a Person five (5%)
percent or more of the voting stock of which, or five (5%) percent or more of
the equity interest of which, is directly or indirectly beneficially owned or
held by such Person. The term “control” means the possession, directly or
indirectly, of the power to direct, or cause the direction of, the management
and policies of a Person, whether through the ownership of voting securities, by
contract, or otherwise. For the purposes of calculating the Required Balances
required in 2.9 hereof, executive officers of the Borrower and Persons
controlled by such executive officers shall be considered
Affiliates.

      


      “Agreement” means this Second
Amended and Restated Loan Agreement, as amended, supplemented or modified from
time to time.

      


      “Anti-Terrorism Law” shall
mean any U.S. State or Federal law relating to terrorism, money laundering or
any related seizure, forfeiture or confiscation of assets, including: (a)
Executive Order No. 13224 of September 23, 2001 - Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism (the Executive Order); (b) the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (the USA PATRIOT Act), Public Law 107-56; and (c) the Money Laundering
Control Act of 1986, Public Law 99-570.

      


      “Applicable Margin” means the
following percentage points with respect to the Floating Rate or Adjusted LIBOR
Rate, as applicable.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        LIBOR
      Rate Loan

                      	 	
                        Floating
      Rate Loan

                      
	
                        Applicable
      Margin

                      	 	
                        Applicable
      Margin

                      
	
                        3%

                      	 	
                        2%

                      


              

            

          

        

      

      


      “Board of Governors” means the
Board of Governors of the Federal Reserve System of the United States of
America.

       

      “Borrowing Base” means as of
any date of determination, an amount equal to 65% of (x) the sum of the (i)
Total Unsecured Value and (ii) Collateral Mortgage Value, less (y) the excess of
and to the extent Renovation/Operating Expense Loans exceed the lesser of 15% of
the Borrowing Base (without giving effect to the provisions of this subdivision
“(y)”) or $6,000,000.

      


      “Borrowing Base Certificate”
shall have the meaning set forth in Section 5.01(b) of the
Agreement.

      


      “Borrowing Notice” shall have
the meaning set forth in 2.6 of the Agreement.

      


      “Business Day” means a day of
the year on which banks are not required or authorized to close in New York City
and in the case of LIBOR Rate Loans, also a day which is a London Business
Day.

      


      “Capital Lease” means a lease
which has been or should be, in accordance with GAAP, capitalized on the books
of the lessee.

      


      “Collateral” means all
property which is subject or is to be subject to the security interest,
mortgage, deed of trust or mortgage deed or pledge granted by the Pledge
Agreement(s) and/or any Collateral Mortgage.

      


      “Collateral Mortgage” means
the first priority and subordinate mortgage lien, mortgage deed, and/or deed of
trust granted by Borrower, Guarantor or Subsidiary to Lender pursuant to the
provisions of 5.1.17.

      


      “Collateral Mortgage
Properties” means not less than five (5) Unencumbered Properties selected
by Lender in its sole and absolute discretion to be encumbered by first priority
Collateral Mortgages together with such other Encumbered Properties selected by
Lender in its sole and absolute discretion to be encumbered by subordinate
Collateral Mortgages pursuant to the terms of 5.1.17.

      


      “Collateral Mortgage Value”
means the fair market value of a Property encumbered by a Collateral Mortgage as
determined by an appraisal performed by a licensed or certified appraiser
obtained by Lender at Borrower’s sole cost and expense.

      


      “Commitment” means the amount
set forth on Schedule 1 with respect to each Lender’s obligation to make
Revolving Credit Loans to the Borrower pursuant to the terms and subject to the
conditions of this Agreement.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “Commitment Percentage” means
with respect to each Lender, the percentage set forth on Schedule 1 as such
Lender’s percentage of the aggregate Commitments of all of the
Lenders.

      


      “Consolidated EBITDA” means
the Consolidated Net Income (or Deficit) of the Borrower and its Subsidiaries
for any period, plus depreciation, property impairment charges not to exceed
$7,500,000 (measured quarterly for the prior 12 month period) and after all
expenses and other proper charges but before payment or provision for any income
taxes or interest expense for such period, to the extent such items were
deducted from gross income to calculate Consolidated Net Income, as determined
in accordance with GAAP.

      


      “Consolidated Net Income (or
Deficit)” means the consolidated net income (or deficit) of the Borrower
and its Subsidiaries, after deduction of all expenses, taxes, and other proper
charges, determined in accordance with GAAP.

      


      “Consolidated Total Interest Expense”
means for any period, the aggregate amount of interest required to be
paid or accrued by the Borrower and its Subsidiaries during such period on all
Debt of the Borrower and its Subsidiaries outstanding during all or any part of
such period, whether such interest was or is required to be reflected as an item
of expense or capitalized, including commitment fees, agency fees, facility
fees, balance deficiency fees and similar fees or expenses in connection with
the borrowing of money.

      


      “Corporate Guarantor” or “Corporate
Guarantors” means each of, or all of, as the context requires, those
Corporate Guarantors, if any, set forth on Schedule 1.01.

      


      “Credit Period” shall have the
meaning set forth in 2.1hereof.


      “Debt” means, as to any
Person: (i) all indebtedness or liability of such Person for borrowed money;
(ii) all indebtedness of such Person for the deferred purchase price of property
or services (including trade obligations); (iii) all obligations of such Person
as a lessee under Capital Leases; (iv) all current liabilities of such Person in
respect of unfunded vested benefits under any Plan; (v) all obligations of such
Person under letters of credit issued for the account of such Person; (vi) all
obligations of such Person arising under acceptance facilities; (vii) 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 other Person, or otherwise
to assure a creditor against loss; (viii) all obligations secured by any Lien on
property owned by such Person whether or not the obligations have been assumed;
(ix) liabilities of such Person under interest rate protection and similar
agreements; (x) liabilities of such Person under any preferred stock or other
preferred equity instrument which, at the option of the holder or upon the
occurrence of one or more events, is redeemable by such holder, or which, at the
option of such holder is convertible into Debt; (xi) indebtedness of any
partnership of which such Person is a general partner; and (xii) all other
liabilities recorded as such, or which should be recorded as such, on such
Person’s financial statements in accordance with GAAP.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      “Debt Service” means all
scheduled principal amortization and all scheduled interest payments due within
twelve (12) calendar months from any calculated period that become due and
payable pursuant to any agreement or instrument to which the Borrower, Guarantor
or any of its Subsidiaries is a party, but excluding from the calculation
therefrom, (i) the amount of any principal payment due under this Agreement at
the Maturity Date and (ii) the amount by which any principal payment due at the
maturity date of any other agreement exceeds the regularly scheduled payment of
principal due thereunder.

      


      “Default” means any of the
events specified in 6.1 of this Agreement, whether or not any requirement for
notice or lapse of time or any other condition has been satisfied.

      


      “Default Rate” means in
respect of any Loans not paid when due (whether at stated maturity, by
acceleration or otherwise), a rate of interest per annum during the period
commencing on the due date thereof until such Loans are paid in full equal to
(a) in respect of the principal amount of Floating Rate Loans, 3% in excess of
the Prime Rate as in effect from time to time plus the Applicable Margin, and
(b) in respect of the principal amount of LIBOR Rate Loans, 3% in excess of the
Adjusted LIBOR Rate in effect thereon at the time of such default plus the
Applicable Margin until the end of the then current LIBOR Interest Period
therefor and, thereafter, 3% in excess of the Prime Rate as in effect from time
to time plus the Applicable Margin; and in respect of other amounts payable by
any Borrower hereunder (including interest) not paid when due (whether at stated
maturity, by acceleration or otherwise), a rate per annum during the period
commencing on the due date until such other amounts are paid in full equal to 3%
in excess of the Prime Rate as in effect from time to time plus the Applicable
Margin, but in each case, in no event in excess of the maximum rate permitted by
applicable law.

      


      “Dividends” means, with
respect to any Person,
(i) any dividend (whether payable in cash, stock, other equity or debt
instrument or in assets), (ii) the purchase, redemption, retirement or other
acquisition for value of any of such Person’s capital stock now or hereafter
outstanding, (iii) the making of any distribution of assets to such Person’s
stockholders as such, whether in cash, assets, or in obligations of such Person,
(iv) the allocation or other setting apart of any sum for the payment of any
dividend or distribution on, or for the purchase, redemption or retirement of
any shares of such Person’s capital stock or (v) the making of any other
distribution by reduction of capital or otherwise in respect of any share of
such Person’s capital stock.

      


      “Dollars” and the sign “$” mean lawful
money of the United States of America.

      


      “Encumbered Property” or “Encumbered
Properties” shall mean a Property or Properties encumbered by a security
interest, mortgage or any other Lien upon or charge against or interest in the
property to secure payment of a debt or performance of an
obligation.


       

      “Equity Interests” means all
securities, shares, units, options, warrants, interests, participations,
membership interests or other equivalents (regardless of how designated) of or
in a corporation, partnership, limited liability company, or similar entity,
whether voting or nonvoting, certificated or uncertificated, including general
partner partnership interests, limited partner partnership interests, common
stock, preferred stock, or any other “equity security” (as such term is defined
in Rule 3a11-1 of the General Rules and Regulations promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of
1934).


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, the
regulations promulgated thereunder and the published interpretations thereof as
in effect from time to time.

      


      “ERISA Affiliate” means any
trade or business (whether or not incorporated) which together with any other
Person would be treated, with such Person, as a single employer under Section
4001 of ERISA.

      


      “Event of Default” means any
of the events specified in 6.1 of this Agreement, provided that any requirement
for notice or lapse of time or any other condition has been
satisfied.

      


      “Fixed Charges” means, for any
period of time, (1) Consolidated Total Interest Expense plus (2) Preferred
Dividend Expense and regularly scheduled principal amortization due within
twelve (12) calendar months from any calculated period that becomes due and
payable pursuant to any agreement or instrument to which the Borrower, Guarantor
or any of its Subsidiaries is a party, but excluding from the calculation
therefrom, (i) the amount of any principal payment due under this Agreement at
the Maturity Date and (ii) the amount by which any principal payment due at the
maturity date of any other agreement exceeds the regularly scheduled payment of
principal due thereunder.

      


      “Floating Rate” means a rate
of interest equal to the Prime Rate plus the Applicable Margin. Notwithstanding
anything contained herein to the contrary, the Floating Rate shall never be less
than six (6%) percent per annum.

      


      “Floating Rate Loans” mean
collectively, all Loans bearing interest at the Floating Rate.

      


      “GAAP” means Generally
Accepted Accounting Principles.

      


      “Generally Accepted Accounting
Principles” means those generally accepted accounting principles and
practices which are recognized as such by the American Institute of Certified
Public Accountants acting through the Financial Accounting Standards Board
(“FASB”) or through other appropriate boards or committees thereof and which are
consistently applied for all periods so as to properly reflect the financial
condition, operations and cash flows of a Person, except that any accounting
principle or practice required to be changed by the FASB (or other appropriate
board or committee of the FASB) in order to continue as a generally accepted
accounting principle or practice may be so changed. Any dispute or disagreement
between the Borrower and the Lender relating to the determination of Generally
Accepted Accounting Principles shall, in the absence of manifest error, be
conclusively resolved for all purposes hereof by the written opinion with
respect thereto, delivered to the Lender, of the independent accountants
selected by the Borrower and approved by the Lender for the purpose of auditing
the periodic financial statements of the Borrower.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “General Partnership Guarantor” or
“General Partnership Guarantors” means each of, or all of, as the context
requires, those General Partnership Guarantors, if any, set forth on Schedule
1.01.

      


      “Guarantor” or “Guarantors” means each of, or
all of, as the context requires, those Corporate Guarantors, Limited Liability
Company Guarantors, General Partnership Guarantors and Limited Partnership
Guarantors set forth on Schedule 1.01, and any other Person which is required to
guarantee the obligations of the Borrower in accordance with 5.1.13(1) of this
Agreement.

       

      “Guaranty” or “Guaranties”
means a guaranty or guaranties required to be executed and delivered by a
Guarantor or Guarantors pursuant to 3.1.11 and 5.1.13(1) of this
Agreement.

      


      “Hazardous Materials”
includes, without limit, any flammable explosives, radioactive materials,
hazardous materials, hazardous wastes, hazardous or toxic substances, or related
materials defined in the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the
Hazardous Materials Transportation Act, as amended (49 U.S.C. Section 1801 et
seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C.
Sections 6901 et. seq.), and in the regulations adopted and publications or
interpretations promulgated pursuant thereto, or any other federal, state or
local environmental law, ordinance, rule or regulation.

      


      “Institutional Lender” is any
bank, savings bank, savings and loan association, trust company, credit union,
insurance company or finance company nationally recognized such as General
Motors Acceptance Corporation and General Electric Credit
Corporation.

      


      “Intercreditor and Payment Sharing
Agreement” means the agreement among the Lenders with respect to the
Lenders’ respective rights in the Collateral and collections from the Borrower
and Guarantors, as amended from time to time.

      


      “Interest Payment Date” means
the first Business Day of each
month.

      


      “Investment” means any stock,
evidence of Debt or other security of any Person, any loan, advance,
contribution of capital, extension of credit or commitment therefor, including
without limitation the guaranty of loans made to others (except for current
trade and customer accounts receivable for services rendered in the ordinary
course of business and payable in accordance with customary trade terms in the
ordinary course of business and except for limited guaranties executed in
connection with non-recourse mortgage financing) and (i) any purchase of any
security of another Person or (ii) any business or undertaking of any Person or
any commitment or option to make any such purchase, or any other
investment.

      


      “Lender” means each of, or as
the context requires, all the Lenders, their parents, affiliates, subsidiaries
as set forth on Schedule 1 in proportion to their Pro Rata Share.

      


      “LIBOR Based Rate” means a
rate of interest on the Libor Rate Loans equal to the Adjusted LIBOR Rate plus
the Applicable Margin. Notwithstanding anything contained herein to the
contrary, the LIBOR Based Rate shall never be less than six (6%) percent per
annum.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “LIBOR Interest Period” means
a period of three months duration during which the LIBOR Based Rate is
applicable.

      


      “LIBOR Rate Loans” means
collectively, all Loans bearing interest at the LIBOR Based Rate.

      


      “Lien” means any mortgage,
deed of trust, pledge, security interest, hypothecation, assignment, deposit
arrangement, encumbrance (other than utility easements, reciprocal easement
agreements, party-wall agreements and similar items in the ordinary course of
business), lien (statutory or other), or preference, priority, or other security
agreement or preferential arrangement, charge, or encumbrance of any kind or
nature whatsoever, 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, and the filing of any financing
statement under the Uniform Commercial Code or comparable law of any
jurisdiction to evidence any of the foregoing.

      


      “Limited Guaranty” means the
guaranty or guaranties required to be executed by the Limited Guarantors
pursuant to 3.1.12.

      


      “Limited Guarantor” means each
of, or all of, as the content requires, Fredric Gould and Patrick Callan
Jr.

      


      “Limited Liability Company Guarantor”
or “Limited Liability Company Guarantors” means each of, or all of, as
the context requires, those Limited Liability Company Guarantors, if any, set
forth on Schedule 1.01.

      


      “Limited Partnership Guarantor” or
“Limited Partnership Guarantors” means each of, or all of, as the context
requires, those Limited Partnership Guarantors, if any, as set forth on Schedule
1.01.

      


      “Loan” or Loans” means one or
more, as the context requires, of the Revolving Credit Loans.

      


      “Loan Documents” means this
Agreement, the Note, the Guaranties, the Pledge Agreements, the Collateral
Mortgages, the Limited Guaranty and any other document executed or delivered
pursuant to this Agreement.

      


      “London Business Day” means
any day on which commercial banks are open for international business in
London.

      


      “Material Adverse Change”
means, as to any Person, (i) a material adverse change in the financial
condition, business, operations, properties, prospects or results of operations
of such Person or (ii) any event or occurrence which could have a material
adverse effect on the ability of such Person to perform its obligations under
the Loan Documents.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “Maturity Date” shall have the
meaning assigned to such term in 2.7.1 of this Agreement.

      


      “Multiemployer Plan” means a
Plan described in Section 4001(a)(3) of ERISA which covers employees of the
Borrower or any ERISA Affiliate.

      


      “Net Worth” shall mean the
amount by which all the assets of the Borrower, as determined in accordance with
GAAP, at any given time exceed the liabilities.

      


      “New Encumbered Properties”
means Encumbered Properties acquired by the Borrower, a Guarantor or a
subsidiary of the Borrower or a Guarantor that they have owned for less than one
year.

      


      “New Unencumbered Properties”
means unencumbered properties acquired by the Borrower, a Guarantor or a
Subsidiary of the Borrower or a Guarantor that they have owned for less than one
year.

      


      “Note” means each Revolving
Credit Note.

      


      “PBGC” means the Pension
Benefit Guaranty Corporation or any entity succeeding to any or all of its
functions under ERISA.

      


      “Permitted Investments” means:
(i) direct obligations of the United States of America or any governmental
agency thereof, or obligations guaranteed by the United States of America,
provided that such obligations mature within one year from the date of
acquisition thereof; (ii) time certificates of deposit having a maturity of one
year or less issued by any commercial bank organized and existing under the laws
of the United States or any state thereof and having aggregate capital and
surplus in excess of $1,000,000,000.00 other than such time certificates of
deposit at the Lender; (iii) money market mutual funds having assets in excess
of $2,500,000,000; (iv) commercial paper rated not less than P-1 or A-1 or their
equivalent by Moody’s Investor Services, Inc. or Standard & Poor’s
Corporation, respectively; (v) tax exempt securities rated Prime 2 or better by
Moody’s Investor Services, Inc. or A-1 or better by Standard & Poor’s
Corporation; (vi) the fee or leasehold interest in (or a mortgage/deed of trust
encumbering) retail, office, industrial, multi-family residential and other
commercial real estate located in the 48 contiguous United States; (vii)
investments by the Borrower in its Subsidiaries, (viii) investments in stock of
real estate investment trusts listed on a nationally recognized stock exchange
in an aggregate amount not exceeding $10,000,000.00, (ix) investments in an
aggregate amount not exceeding $25,000,000.00 in Venture Interests (as shown on
Borrower’s financial statements) in Persons owning Properties provided however,
that Borrower or Subsidiary shall have management authority, equivalent to a
manager of a limited liability company, in the Persons owning the Properties,
and (x) time certificates of deposit issued by the Lender.

      


      “Person” means an individual,
partnership, limited liability company, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture or
other entity, or a federal, state or local government, or a political
subdivision thereof, or any agency of such government or
subdivision.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “Plan” means any employee
benefit plan established, maintained, or to which contributions have been made
by, the Borrower or any ERISA Affiliate.

      


      “Pledge Agreement” or “Pledge Agreements” means
one or more of the security agreements to be executed and delivered pursuant to
3.1.11 and 5.1.13 of this Agreement.

      


      “Preferred Dividend Expense”
means, for any period, the aggregate of all distributions made on preferred
stock or other preferred beneficial interest of Borrower, Guarantors and their
respective Subsidiaries.

      


      “Prime Rate” means the rate of
interest stated by each Lender to be its prime rate, reference rate or base rate
in effect from time to time; each change in said rate shall be effective as of
the date of such change.

      


      “Pro Rata Share” shall have
the meaning set forth in the Intercreditor and Payment Sharing Agreement as may
be amended from time to time.

      


      “Prohibited Transaction” means
any transaction set forth in Section 406 of ERISA or Section 4975 of the
Internal Revenue Code of 1986, as amended from time to time.

      


      “Property” or “Properties” mean commercial
real property in which (i) the Borrower, Guarantor and/or Subsidiary owns a fee
or leasehold interest, or (ii) the Borrower, Guarantor and /or Subsidiary owns a
Venture Interest in a Person that owns a fee or leasehold interest.

      


      “Real Estate Acquisition
Information” means copies and abstracts of any and all information
relating to any of the Properties including but not limited to appraisals,
financial information, rent rolls, lease abstracts and any such other
information as requested by the Lender in its sole and absolute discretion and
in the possession of Borrower, Guarantor and/or Subsidiary.

      


      “Regulation D” means
Regulation D of the Board of Governors, as the same may be amended and in effect
from time to time.

      


      “Regulation T” means
Regulation T of the Board of Governors, as the same may be amended and in effect
from time to time.

      


      “Regulation U” means
Regulation U of the Board of Governors, as the same may be amended and in effect
from time to time.

      


      “Regulation X” means
Regulation X of the Board of Governors, as the same may be amended and in effect
from time to time.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “Renovation/Operating Expense Loan”
means a Loan made by Lender to Borrower for a purpose other than to
acquire a Property or refinance mortgage debt on a Property.

      


      “Reportable Event” means any
of the events set forth in Section 4043 of ERISA.

      


      “Reserve” means for any day,
that reserve (expressed as a decimal) which is in effect (whether or not
actually incurred) with respect to Lender on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor or any other
banking authority to which Lender is subject including any board or governmental
or administrative agency of the United States or any other jurisdiction to which
Lender is subject), for determining the maximum reserve requirement (including
without limitation any basic, supplemental, marginal or emergency reserves) for
Eurocurrency liabilities as defined in Regulation D.

       

      “Reserve Percentage” means for
Lender on any day, that percentage (expressed as a decimal) which is in effect
on such day, prescribed by the Board of Governors of the Federal Reserve System
(or any successor or any other banking authority to which Lender is subject,
including any board or governmental or administrative agency of the United
States or any other jurisdiction to which Lender is subject) for determining the
maximum reserve requirement (including without limitation any basic,
supplemental, marginal or emergency reserves) for “Eurocurrency liabilities” as
defined in Regulation D, in each case used to fund a LIBOR Rate Loan subject to
an Adjusted LIBOR Rate. The Adjusted LIBOR Rate shall be adjusted automatically
on and as of the effective day of any change in the Reserve
Percentage.

      


      “Restricted Party” shall mean
any Person: listed in the Annex to the Executive Order or is otherwise subject
to the provisions of the Executive Order; listed on the “Specially Designated
Nationals and Blocked Persons” list maintained by the Office of Foreign Assets
Control (“OFAC”) of the United States Department of the Treasury, as updated or
amended from time to time, or any similar list issued by OFAC; or (c) whose
property has been blocked, or is subject to seizure, forfeiture or confiscation,
by any order relating to terrorism or money laundering issued by the President,
Attorney General, Secretary of State, Secretary of Defense, Secretary of the
Treasury or any other U.S. State or Federal governmental official or
entity.

      


      “Revolving Credit Loan” or “Revolving
Credit Loans” shall be deemed a reference to Lenders’ Revolving Credit
Loans as defined in 2.1 of this Agreement.

      


      “Revolving Credit Note” or “Revolving
Credit Notes” shall be deemed a reference to each Lenders’ Revolving
Credit Note as defined in 2.2 of this Agreement, as the same may be
supplemented, modified, renewed, substituted or restated from time to
time.

      


      “SEC” means The United States
Securities and Exchange Commission.

      


      “Subordinate Collateral
Mortgage” means the subordinate mortgage lien, mortgage deed and/or deed
of trust granted by Borrower, Guarantor or Subsidiary to Lender pursuant to the
provisions of 5.1.17.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “Subsidiary” means, as to any
Person, any corporation, partnership, limited liability company or joint venture
whether now existing or hereafter organized or acquired (i) in the case of a
corporation, of which one hundred percent (100%) of the securities having
ordinary voting power for the election of directors (other than securities
having such power only by reason of the happening of a contingency) are at the
time owned by such Person and/or one or more Subsidiaries of such Person or (ii)
in the case of a partnership, limited liability company or joint venture, of
which one hundred percent (100%) of the partnership, membership or other
ownership interests are at the time owned by such Person and/or one or more
Subsidiaries of such Person.

      


      “Tangible Net Worth” shall
mean the amount by which all the assets of the Borrower, less general
intangibles or other intangible assets, including goodwill, patents, trademarks,
copyrights, franchises, organization expenses, deferred expenses, unbilled rent
receivables, as determined in accordance with GAAP, at any given time exceeds
the liabilities (excluding intangible liabilities).

      


      “Total Debt” means Total
Secured Debt plus Total Unsecured
Debt.

      


      “Total Secured Debt” means all
Debt of the Borrower, the Guarantors and their respective Subsidiaries
attributable to their Encumbered Properties.

      


      “Total Unsecured Debt” means
all Debt of the Borrower, the Guarantors and their respective Subsidiaries other
than Total Secured Debt.

      


      “Total Value” means Total
Secured Value plus Total Unsecured
Value.

      


      “Total Secured Value” means
the value of the Borrower’s, Guarantors’ and their respective Subsidiaries’
Encumbered Properties (other than New Encumbered Properties), calculated by
capitalizing the Adjusted Net Operating Income thereof at a rate of 10.00%, plus
the value of the Borrower’s, Guarantors’ and their respective Subsidiaries’ New
Encumbered Properties, calculated at the higher of (i) the capitalization of the
Adjusted Net Operating Income thereof at a rate of 10.00% or (ii) the purchase
price thereof, provided however that such Encumbered Property must be improved
and have a positive cash flow.

       

      “Total Unsecured Value” means
the value of the Borrower’s, Guarantors’ and their respective Subsidiaries’
Unencumbered Properties (other than New Unencumbered Properties), calculated by
capitalizing the Adjusted Net Operating Income thereof at a rate of 10.00%, plus
the value of the Borrower’s, Guarantors’ and their respective Subsidiaries’ New
Unencumbered Properties, calculated at the higher of (i) the capitalization of
the Adjusted Net Operating Income thereof at a rate of 10.00% or (ii) the
purchase price thereof, provided however that such Unencumbered Property must be
improved and have a positive cash flow.

      


      “Unencumbered Properties”
shall mean a Property or Properties unencumbered by any security interest,
mortgage or any other Lien upon or charge against or interest in the Property to
secure payment of a debt or performance of an obligation other than a Collateral
Mortgage.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “Unused Facility Fee” shall
have the meaning set forth in 2.11 hereof.

      


      “Venture Interest” means as to
any Person, any corporation, partnership, limited liability company or joint
venture whether now existing or hereafter organized or acquired (i) in the case
of a corporation, of which less than a majority but equal to or more than 25% of
the securities having ordinary voting power for the election of directors (other
than securities having such power only by reason of the happening of a
contingency) are at the time owned by such Person and/or one or more
Subsidiaries of such Person or (ii) in the case of a partnership, limited
liability company or joint venture, of which less than a majority but equal to
or more than 25% of the partnership, membership or other ownership interests are
at the time owned by such Person and/or one or more Subsidiaries of such
Person.

      


      “Written-Off Subsidiary” shall
mean a Subsidiary (other than a Subsidiary which is also a Guarantor) in which
the assets of such Subsidiary have been written down to a net value of $0 on the
consolidated books of the Borrower or which Borrower notifies Lender that for
the purpose of all calculations hereunder is to be deemed written
off.

      


      1.2          Computation
of Time Periods. In this
Agreement in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to”
and “until” each means “to and including”.

      


      1.3          Accounting
Terms.  Except as
otherwise herein specifically provided, each accounting term used herein shall
have the meaning given to it under GAAP.

      


      1.4          Construction.

       

      1.4.1     All
references in this Agreement to “Sections” or “sub-sections” shall be deemed,
unless otherwise noted, to be references to the Sections or sub-sections of this
Agreement.

      


      1.4.2     All
references in this Agreement to an “Exhibit” or “Exhibits” or to a “Schedule” or
“Schedules” shall be deemed, unless otherwise noted, to be references to the
Exhibits and Schedules annexed to this Agreement.

      


      1.4.3     All
references to a Subsidiary shall be deemed, unless otherwise noted, to be
references to a Subsidiary of the Borrower or a Subsidiary of a
Guarantor.

      


      1.5          Calculation
of Financial Requirements. All
calculations of Financial Requirements set forth in 5.3 and Section 5.04 of this
Agreement when referable to a Property or Properties of a Venture Interest shall
be computed by applying the percentage interest owned by the Borrower, Guarantor
and/or Subsidiary to the applicable Accounting Term, Financial Requirement or
other term, to be computed.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      ARTICLE
II

       

      AMOUNT
AND TERMS OF THE LOANS

       

      2.1          Revolving
Credit Loans.  Each
Lender agrees, on and after the date of this Agreement, on the terms and
conditions of this Agreement and in reliance upon the representations and
warranties set forth in this Agreement, to lend to the Borrower, severally and
not jointly, and prior to the Maturity Date (the “Credit Period”) such amounts
as the Borrower may request from time to time (individually, a “Revolving Credit
Loan” or collectively, the “Revolving Credit Loans”), which amounts may be
borrowed, repaid and reborrowed, provided, however, that the aggregate amount of
such Revolving Credit Loans outstanding at any one time shall not exceed the
lesser of (i) Lenders’ Commitment as it may be reduced pursuant to 2.12 hereof
and (ii) the Borrowing Base.  The Borrower agrees to borrow and the
Revolving Credit Loans shall be made pro rata in accordance with each Lenders’
Commitment Percentage.

       

      2.2          Revolving
Credit Note.  The
Revolving Credit Loans shall be evidenced by separate promissory notes of the
Borrower in substantially the form of Exhibit A hereto (each a “Revolving Credit
Note”) dated the date hereof and completed with appropriate
insertions.  One Revolving Credit Note shall be payable to the order
of each Lender in a principal amount equal to such Lender’s Commitment and shall
be entitled to the benefits of and shall be subject to the provisions of this
Agreement.  At the time of the making of each Revolving Credit Loan
and at the time of each payment of principal thereon, the holder of each
Revolving Credit Note is hereby authorized by the Borrower to make a notation on
the schedule annexed to the Revolving Credit Note of the date and amount of the
Revolving Credit Loan or payment, as the case may be.  Failure to make
a notation with respect to any Revolving Credit Loan shall not limit or
otherwise affect the obligation of the Borrower hereunder or under each
Revolving Credit Note with respect to such Revolving Credit Loan, and any
payment of principal on the Revolving Credit Note by the Borrower shall not be
affected by the failure to make a notation thereof on said
schedule.

       

      2.3          Interest.

       

      2.3.1     Rate
Options.  Except as provided below, all Loans shall bear
interest at the LIBOR Based Rate.  If for any reason the LIBOR Based
Rate is unavailable, the Floating Rate shall apply.  The rate of
interest on Floating Rate Loans shall increase or decrease by an amount equal to
any increase or decrease in the Prime Rate effective as of the opening of
business on the day that any such change in the Prime Rate occurs.

       

      2.3.2     Requests.  Provided
no Event of Default has occurred and is continuing, and subject to the
provisions of this 2.3, Borrower shall give Lender a written irrevocable request
no later than 12:00 Noon Eastern time two (2) Business Days prior to the
requested borrowing date specifying (i) the date the LIBOR Based Rate shall
apply (which shall be a Business Day), and (ii) the amount to be subject to the
LIBOR Based Rate provided that such amount shall be an integral multiple of
$100,000.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      2.3.3     LIBOR Interest
Periods. LIBOR Rate Loans shall be for the LIBOR Interest Period during
which the LIBOR Based Rate is applicable; provided, however, that if the LIBOR
Interest Period would otherwise end on a day which shall not be a Business Day,
such LIBOR Interest Period shall be extended to the next preceding or succeeding
Business Day as is customary in the market to which such LIBOR Rate Loan
relates.  All accrued and unpaid interest on a LIBOR Rate Loan shall
be paid monthly in accordance with 2.8.  Notwithstanding anything
herein contained to the contrary, no LIBOR Interest Period with respect to any
of the Revolving Credit Loans may end after the Maturity Date and such Loans
shall accrue interest at the Floating Rate from the end of last LIBOR Interest
Period until the Maturity Date.  LIBOR Rate Loans shall automatically
be extended and renewed as of the last day of the LIBOR Interest Period to a new
LIBOR Rate Loan.

       

      2.3.4     Adjustments.  The
Adjusted LIBOR Rate may be automatically adjusted by Lender on a prospective
basis to take into account the increased costs of the Lender in making or
maintaining LIBOR Rate Loans hereunder due to changes in applicable law or
regulation or the interpretation thereof occurring subsequent to the
commencement of the then applicable LIBOR Interest Period, including but not
limited to, changes in tax laws (except changes of general applicability in
corporate income tax laws) and changes in the reserve requirements imposed by
the Board of Governors of the Federal Reserve System (or any successor or other
applicable governing body), excluding the Reserve Percentage and any Reserve
which has resulted in a payment pursuant to 2.7 below, that increase the cost to
Lender of funding the LIBOR Rate Loan.  Lender shall promptly give
Borrower notice of such a determination and adjustment, which determination
shall be prima facie evidence of the correctness of the fact and the amount of
such adjustment and shall be binding on Borrower absent manifest
error.

       

      2.3.5     Unavailability.  If
Lender shall have reasonably determined, in good faith, that Eurodollar deposits
equal to the amount of the principal of the requested LIBOR Rate Loan and for
the LIBOR Interest Period specified are unavailable, or that the rate based on
the Adjusted LIBOR Rate will not adequately and fairly reflect the cost of the
Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, of making
or maintaining the principal amount of the requested LIBOR Rate Loan during the
LIBOR Interest Period specified, or that by reason  of circumstances
affecting Eurodollar markets, adequate means do not exist for ascertaining the
rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest
Period, Lender shall promptly give notice of such determination to Borrower that
the rate based on the Adjusted LIBOR Rate is not available.  A
determination, in good faith, by Lender hereunder shall, absent manifest error,
be prima facie evidence of the correctness of the fact and amount of such
additional costs or unavailability.  Upon such a determination, the
portion of the Loans subject to the Adjusted LIBOR Rate shall accrue interest at
the Floating Rate.

       

      2.3.6     Illegality.  Notwithstanding
anything to the contrary herein contained, if any change in any law or
regulation or in the interpretation thereof after the date hereof by any
governmental authority charged with the administration or interpretation thereof
shall make it unlawful for Lender to make or maintain any LIBOR Rate Loan, then,
by written notice to Borrower, Lender may: (i) declare that LIBOR Rate Loans
will not thereafter be made by Lender hereunder, whereupon Borrower shall be
prohibited from requesting LIBOR Rate Loans from Lender hereunder unless such
declaration is subsequently withdrawn; and (ii) if unlawful to be so maintained,
require that all outstanding LIBOR Rate Loans made by it be converted to
Floating Rate Loans, in which event (x) all such LIBOR Rate Loans shall be
automatically converted to Floating Rate Loans as of the effective date of such
notice as provided in the sentence below and (y) all payments and prepayments of
principal which would otherwise have been applied to repay the converted LIBOR
Rate Loans shall instead be applied to repay the Floating Rate Loans resulting
from the conversion of such LIBOR Rate Loans.  For purposes of this
Paragraph 2.3.6, a notice to Borrower by Lender pursuant to this paragraph shall
be effective, if lawful, on the last day of the then current LIBOR Interest
Period; in all other cases, such notice shall be effective on the day of receipt
by Borrower.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      2.3.7     Capital
Adequacy.  If, due to either (i) the introduction of or any
change in or in the interpretation of any law or regulation after the date
hereof or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (where or not having the force of law)
issued after the date hereof (each a “Change of Law”), there shall be any
increase in the cost to Lender of making, funding, or maintaining Loans, then
Borrower shall, from time to time, upon Lender’s demand, pay to Lender
additional amounts sufficient to compensate Lender for such increased
cost.   In addition, if Lender determines that compliance with
any law or regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) issued after the
date hereof affects or would affect the amount of capital required or expected
to be maintained by Lender or any corporation controlling Lender and that the
amount of such capital is increased by or based upon the existence of loans
hereunder, then, upon Lender’s demand, Borrower shall immediately pay to Lender,
from time to time as specified by Lender, additional amounts sufficient to
compensate Lender or such corporation in the light of such circumstances to the
extent that Lender reasonably determines such increase in capital to be
allocable to the existence of loans hereunder.  Notwithstanding
anything to the contrary herein contained, the Borrower shall not be required to
compensate the Lender for any increased costs or increased capital incurred more
than ninety (90) days prior to the date that the Lender notifies the Borrower of
the Change in Law giving rise to such increased costs or increased capital and
of Lender’s intention to claim compensation therefor.

       

      2.4          Computation
of Interest and Fees. Unless
otherwise specifically set forth in this Agreement, interest and all fees shall
be computed on the actual number of days elapsed over a year of 360
days.

       

      2.5          Reimbursement
of Expenses.  If, at
any time or times regardless of whether or not an Event of Default then exists,
any Lender incurs reasonable out-of-pocket legal or accounting expenses or any
other reasonable out-of-pocket costs or expenses in connection with (a) the
negotiation and preparation of this Agreement or any of the other Loan
Documents, and any amendment, modification, replacement or termination of this
Agreement or any of the other Loan Documents that has been requested by
Borrower; (b) the administration of this Agreement or any of the other Loan
Documents and the transactions contemplated hereby and thereby, except for those
certain costs incurred in connection with disputes by and among the Lenders; (c)
any litigation, contest, dispute, suit, proceeding or action (whether instituted
by any Lender, Borrower or any other Person) in any way relating to this
Agreement or any of the other Loan Documents or Borrower’s affairs (except to
the extent any such cost or expense arises from such Lender’s gross negligence
or willful misconduct or related to any dispute among Lenders); or (d) any
attempt to enforce any rights of any Lender against Borrower or any other Person
which may be obligated to such Lender by virtue of this Agreement or any of the
other Loan Documents, then all such costs and expenses shall be charged to
Borrower.  All amounts chargeable to Borrower under this Section shall
be payable promptly after demand by the Lender therefore, which demand shall
include a reasonably detailed invoice therefore, and shall bear interest from
the date 10 business days after such demand is made until paid in full at the
Floating Rate applicable to the Loans from time to time.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      2.6          Loan
Requests.  A request
for a Loan shall be made, or shall be deemed to be made, by Borrower in the
following manner:   Borrower shall give Lender telephonic notice,
to be promptly confirmed in writing on the form attached hereto as Exhibit B, of
each borrowing and each prepayment of a Loan (a “Borrowing Notice”) which
borrowing and prepayment shall be made pro-rata based on each Lender’s
Commitment Percentage, together with a Borrowing Base Certificate. Each
Borrowing Notice shall be irrevocable and shall be effective only if received by
Lender no later than 12:00 Noon New York City time, on the date which is at
least two (2) Business Days, prior to the date of such borrowing or prepayment
of the Loan designated in the Borrowing Notice.  Each such Borrowing
Notice shall specify (a) the amount to be borrowed or prepaid; (b) the date of
such borrowing or prepayment (which shall be a Business Day); and (c) the
purpose of the Loan. 

       

      2.7          Maturity;
Maximum Revolving Credit Obligations; Prepayments.

       

      2.7.1     All
Revolving Credit Loans shall be due and payable, if not required to be paid
earlier pursuant to this Agreement, on March 31, 2012 (the “Maturity
Date”).

       

      2.7.2     At
no time shall the aggregate principal amount of the Loans outstanding exceed the
lesser of (i) the amount of the Commitment and (ii) the Borrowing
Base.  In the event that for any reason, the aggregate outstanding
principal amount of the Loans exceeds such amount, Borrower shall immediately
prepay the Loans in an amount sufficient to reduce the sum of the aggregate
principal amount of the Loans to an amount not greater than the lesser of (i)
the amount of the Commitment and (ii) the Borrowing Base.  Any such
prepayment shall be made with interest accrued to the date of prepayment and be
subject to the indemnity agreement set forth in 2.72.7.7.

       

      2.7.3     Borrower
shall make a mandatory prepayment within three (3) Business Days after the same
becomes due, subject to the indemnity agreement set forth in 2.72.7.7, of the
principal amount of the Loans outstanding:

       

        (1)       upon
the sale or other disposition by the Borrower or any Guarantor of any Property
for which the proceeds of the Revolving Credit Loans were used to purchase such
Property (and to the extent such loan remains unpaid) equal to the lesser of (i)
the full net proceeds of such sale or other disposition or (ii) the amount
necessary to pay such loan in full;

       

       
(2)       upon the mortgage or refinance of
such mortgage of any Property for which the proceeds of the Revolving Credit
Loans were used to purchase or refinance such Property equal to the lesser of
(i) the net proceeds of such mortgage or refinance of such mortgage; or (ii)
amount necessary to pay such loan in full; and

       

       
(3)       upon the mortgage of any
Unencumbered Property equal to the net proceeds of such
mortgage.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      2.7.4     Subject
to the delivery of a Borrowing Notice pursuant to 2.6 and to the indemnity
agreement set forth in 2.72.7.7 hereof with respect to LIBOR Rate Loans, but
otherwise without premium or penalty, Borrower shall have the right to prepay
any Loan at any time and from time to time in whole or in part; provided, however, that (x) any
such prepayment shall be in an amount not less than such amounts as provided in
2.72.7.6 hereof; and (y) any such prepayment of a Loan shall be made with
interest accrued on the principal amount being prepaid to the date of
prepayment.

       

      2.7.5     Except
as set forth in 2.3.5and 2.3.6 hereof, and except  as may be otherwise
expressly directed by Borrower provided no Event of Default exists or is
continuing, all payments and repayments made pursuant to the terms hereof shall
be applied first to Floating Rate Loans permitted under the terms of this
Agreement, and shall be applied to LIBOR Rate Loans only to the extent any such
payment exceeds the principal amount of Floating Rate Loans outstanding at the
time of such payment.

       

      2.7.6     Except
for borrowings which exhaust the full remaining amount of the Commitment or
prepayments which result in the prepayment of all LIBOR Rate Loans and/or all
Floating Rate Loans, each borrowing and prepayment of a LIBOR Rate Loan shall be
in a minimum amount of $100,000.00, and each borrowing and prepayment of a
Floating Rate Loan, to the extent permitted under this Agreement, shall be in a
minimum amount of $50,000.00 and in increased integral multiples of
$10,000.00.

       

      2.7.7     Indemnity; Yield
Protection.  Borrower hereby indemnifies Lender against any
loss (each a “Loss”) or reasonable out-of-pocket expenses which Lender may
sustain or incur as a consequence of (a) the receipt or recovery by Lender
whether by voluntary prepayment, acceleration or otherwise, of all or any part
of a LIBOR Rate Loan other than on the last day of any LIBOR Interest Period
applicable to such Loan, (b) the conversion of a LIBOR Rate Loan prior to the
last day of any LIBOR Interest Period applicable to such LIBOR Rate Loan, (c)
the failure to borrow any LIBOR Rate Loan after agreement shall have been
reached with respect to the LIBOR Interest Period therefor, or (d) any failure
by Borrower to borrow a LIBOR Rate Loan on the date specified by Borrower’s
written notice.  The Borrower shall pay to Lender a yield maintenance
fee (the “yield maintenance fee”) as payment in full in respect of each such
Loss, if any, computed as follows:  The current rate for United States
Treasury securities (bills on a discounted basis shall be converted to a bond
equivalent) with a maturity date closest to the maturity date of the term chosen
pursuant to the LIBOR Interest Period as to which the prepayment is made, shall
be subtracted from the “Cost of Funds” component of the fixed rate in effect at
the time of prepayment.  If the result is zero or a negative number,
there shall be no yield maintenance fee.  If the result is a positive
number, then the resulting percentage shall be multiplied by the amount of the
principal balance being prepaid.  The resulting amount shall be
divided by 360 and multiplied by the number of days remaining in the term chosen
pursuant to the LIBOR Interest Period as to which the prepayment is
made.  Said amount shall be reduced to present value calculated by
using the number of days remaining in the designated term and using the
above-referenced United States Treasury security rate and the number of days
remaining in the term chosen pursuant to the LIBOR Interest Period as to which
the prepayment is made.  The resulting amount shall be the yield
maintenance fee due to Lender upon prepayment of the LIBOR Rate
Loan.  “Cost of Funds” as used herein means with respect to any such
LIBOR Rate Loan the Adjusted LIBOR Rate applicable thereto.  If by
reason of an Event of Default hereunder, Lender elects to declare the Loans to
be immediately due and payable, then any yield maintenance fee with respect to
the Loans shall become due and payable in the same manner as though Borrower had
been granted and had exercised a right of prepayment.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      2.7.8     All
prepayments by the Borrower hereunder shall be made pro rata in accordance with
each Lender’s Commitment Percentage.

       

      2.8           Payments.

       

      2.8.1     All
payments by the Borrower hereunder or under the Note shall be made in Dollars in
immediately available funds by wire transfer or intra-Bank credit from accounts
of the Borrower by 2:00 P.M. New York City time on the date on which such
payment shall be due.  Interest on the Notes shall accrue from and
including the date of each Loan to but excluding the date on which such Loan is
paid in full.

       

      2.8.2     Except
as provided in the following sentence, accrued interest on each Loan shall be
payable in arrears on the last Business Day of each month until the maturity of
such Loan or the payment or prepayment thereof in full.  Interest at
the Default Rate shall be payable from time to time on demand of Lender, if
applicable.

       

      2.8.3     All
items of payment received by Lender by 2:00 P.M. Eastern time, on any Business
Day shall be deemed received on that Business Day.  All items of
payment received after 2:00 P.M. Eastern time, on any Business Day shall be
deemed received on the following Business Day.  Until payment in full
of all Obligations and termination of this Agreement, Borrower irrevocably
waives (except as otherwise expressly provided for by Lender) the right to
direct the application of any and all payments and collections at any time or
times hereafter received by Lender from or on behalf of Borrower, and Borrower
does hereby irrevocably agree that Lender shall have the continuing exclusive
right to apply and reapply any and all such payments and collections received at
any time or times hereafter by Lender or its agent against the Obligations, in
such manner as Lender may reasonably deem advisable, notwithstanding any entry
by Lender upon any of its books and records, subject to the terms of this
Agreement.

       

      2.8.4     All
payments by the Borrower hereunder shall be made pro rata in accordance with
each Lender’s Commitment Percentage.

       

      2.9          Required
Balances.  The Borrower and/or Guarantors and/or their respective
Affiliates shall maintain annual average collected deposit balances of at least
ten percent (10%) of the average outstanding annual principal balance of the
Note with each Lender (the “Required Balances”).  In the event that
the Borrower and/or Guarantors and/or their respective Affiliates maintain the
collected demand deposit balances with each Lender in accordance with Schedule
2.9, the remainder of the Required Balances requirement may be met with money
market accounts and certificates of deposit (balances held in certificates of
deposit will be calculated at 50% of their face value and money market accounts
at 100% at their face value).  In the event that the Borrower and/or
the Guarantors and/or their respective Affiliates fail to maintain such Required
Balances, as sole remedy for such failure, the Borrower shall pay to each Lender
a deficiency fee equal to four percent (4%) per annum of the difference between
the Required Balances and the actual balances maintained by the Borrower and/or
the Guarantors and/or their respective Affiliates, payable on each anniversary
of the date of this Agreement in arrears.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.10        Use
of Proceeds.  The proceeds of the Revolving Credit Loans shall be used
for (i)  the acquisition of a Property; (ii) the repayment (in whole
or in part) of existing mortgage debt on a Property; or (iii)
Renovation/Operating Expense Loans which will not exceed the lesser of 15% of
the Borrowing Base and $6,000,000.  No part of the proceeds of any
Loan may be used for any purpose that directly or indirectly violates or is
inconsistent with, the provisions of Regulations T, U or X.

       

      2.11        Unused
Facility Fee.  The Borrower agrees to pay to each Lender from the date
of this Agreement and for so long as the Commitment remains outstanding, on July
1, 2010 and on the first Business Day of each October 1, June 1, April 1, and
July 1 thereafter, an unused facility fee equal to one quarter of one percent
(0.25%) per annum (computed on the basis of the actual number of days elapsed
over 360 days) on the average daily unused amount of the Commitment (the “Unused
Facility Fee”), such Unused Facility Fee being payable for the three month
period, or part thereof, preceding the payment date.

       

      2.12        Reduction
of Commitment.  Upon at least three (3) Business Days’ written notice
to Lender, the Borrower may irrevocably elect to have the unused Commitment
terminated in whole or reduced in part without penalty or premium provided,
however, that any such partial reduction shall be in a minimum amount of
$250,000.00 or whole multiples thereof and shall be allocated to each Lender
based on its Commitment Percentage.  The Commitment, once terminated
or reduced, shall not be reinstated without the express written approval of the
Lender.

       

      2.13        Authorization
to Debit Borrower’s Account.  Each Lender is hereby authorized to
debit the Borrower’s account maintained with such Lender and in the case of VNB,
the account of Borrower maintained with Valley National Bank, for (i) all
scheduled payments of principal and/or interest under the Note, and (ii) the
Unused Facility Fee, deficiency fee, and all other fees and amounts due
hereunder; all such debits to be made on the days such payments are due in
accordance with the terms hereof.

       

      2.14        Late
Charges, Default Interest.

       

      2.14.1     If
the Borrower shall default in the payment of any principal installment (other
than the final payment of principal due on the Maturity Date) of or interest on
any Loan or any other amount becoming due hereunder, the Borrower shall pay a
late payment charge equal to four (4%) percent of such defaulted
payment.

      


      2.14.2     Upon
the occurrence and during the continuation of an Event of Default, the Borrower
shall pay interest on all amounts owing under the Note and this Agreement (after
as well as before judgment) at the Default Rate.

      


      2.15        Interest
Adjustments.  If the provisions of this Agreement or the Note would at
any time require payment by the Borrower to the Lender of any amount of interest
in excess of the maximum amount then permitted by applicable law, the interest
payments shall be reduced to the extent necessary so that the Lender shall not
receive interest in excess of such maximum amount. To the extent that, pursuant
to the foregoing sentence, the Lender shall receive interest payments hereunder
or under the Note in an amount less than the amount otherwise provided, such
deficit (hereinafter called the “Interest Deficit”) will cumulate and will be
carried forward (without interest) until the termination of this
Agreement.  Interest otherwise payable to the Lender hereunder or
under the Note for any subsequent period shall be increased by such maximum
amount of the Interest Deficit that may be so added without causing the Lender
to receive interest in excess of the maximum amount then permitted by applicable
law.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    

      2.16         Participations,
Etc.  Each Lender shall have the right at any time, with or without
notice to the Borrower, to sell, assign, transfer or negotiate all or any part
of the Note or the Commitment or grant participations therein to one or more
banks (foreign or domestic, including an affiliate of the Lender) having
sufficient capital to honor the Commitment, insurance companies or other
regulated financial institutions, pension funds or mutual funds.  The
Borrower and each of the Guarantors agrees and consents to each Lender providing
financial and other information regarding its and their business and operations
to prospective purchasers or participants and further agree that to the extent
that any Lender should sell, assign, transfer or negotiate all or any part of
the Note or the Commitment, such Lender shall be forever released and discharged
from its obligations under the Note, the Commitment and this Agreement to the
extent same is sold, assigned, transferred or negotiated to any commercial bank,
insurance company or other regulated financial institution, pension fund or
mutual fund organized and existing under the laws of the United States or any
state thereof and having a net worth in excess of $1,000,000,000.00 and such
assignee assumes the obligations pursuant to this Agreement and agrees to the
terms hereof.  Nothing herein shall be read or construed as
prohibiting or otherwise limiting the ability or right of each Lender to pledge
the Note to a Federal Reserve Bank.

       

      ARTICLE
III

      


      CONDITIONS
OF LENDING

      


      3.1           Conditions
Precedent to the Making of the Initial Revolving Credit Loan.  The
obligation of each Lender to make the initial Revolving Credit Loan contemplated
by this Agreement is subject to the following conditions precedent, all of which
shall be performed or satisfied in a manner in form and substance reasonably
satisfactory to such Lender and its counsel and Lender acknowledges that all
have been performed or satisfied:

       

      3.1.1    The
Lender shall have received the Lender’s Revolving Credit Note, duly executed by
the Borrower.

       

      3.1.2  
 The Lender shall have received certified (as of the date of this
Agreement) copies of the resolutions of the board of directors of the Borrower
authorizing the Loans and authorizing and approving this Agreement and the other
Loan Documents and the execution, delivery and performance thereof and certified
copies of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement and such other
Loan Documents.

       

      3.1.3   
The Lender shall have received certified (as of the date of this Agreement)
copies of the resolutions of the boards of directors and the shareholders of
each of the Corporate Guarantors, authorizing and approving this Agreement,
their Guaranties and any other Loan Document applicable to the Corporate
Guarantors, and the execution, delivery and performance thereof and certified
copies of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement, their Guaranties
and such other Loan Documents.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.1.4   
 The Lender shall have received a certificate of the Secretary (attested to
by another officer) of the Borrower certifying: (i) the names and true
signatures of the officer or officers of the Borrower authorized to sign this
Agreement, the Note and the other Loan Documents to be delivered hereunder on
behalf of the Borrower; and (ii) a copy of the Borrower’s by-laws as complete
and correct on the date of this Agreement.

       

      3.1.5   
 The Lender shall have received a certificate of the Secretary (attested to
by another officer) of each of the Corporate Guarantors certifying (i) the names
and true signatures of the officer or officers of the Corporate Guarantors
authorized to sign this Agreement, their Guaranties and any other Loan Documents
to be delivered hereunder on behalf of the Corporate Guarantors; (ii) a copy of
each of the Corporate Guarantors’ by-laws as complete and correct on the date of
this Agreement; and (iii) the stock ownership of each Corporate
Guarantor.

       

      3.1.6   
 The Lender shall have received copies of the certificates of incorporation
and all amendments thereto of the Borrower and each of the Corporate Guarantors,
certified in each case by the Secretary of each such entity and a certificate of
existence and good standing with respect to the Borrower and each Corporate
Guarantor from the Secretary of State (or equivalent officer) of the state of
incorporation of the Borrower and each Corporate Guarantor and from the
Secretary of State (or equivalent officer) of any state in which the Borrower
and each Corporate Guarantor is authorized to do business.

       

      3.1.7   
 The Lender shall have received copies of the (i) articles of organization,
(ii) operating agreement and all amendments thereto, (iii) authenticated
consents of members authorizing and approving this Agreement and (iv) the name
of the member/manager authorized to execute the Loan Documents of each of the
Limited Liability Company Guarantors.

       

      3.1.8   
 The Lender shall have received copies of the (i) partnership agreement and
all amendments thereto, (ii) authenticated consents of partners authorizing and
approving this Agreement and (iii) the name of the partner authorized to execute
the Loan Documents of each of the General Partnership Guarantors and Limited
Partnership Guarantors.

       

      3.1.9   
 The Lender shall have received copies of the (i) articles of organization,
(ii) operating agreement and (iii) all organizational documents for each Venture
Interest.

       

      3.1.10   The
Lender shall have received the opinion of Simeon Brinberg, Esq., Vice President
and senior counsel for the Borrower and the Guarantors as to certain matters
referred to in Article IV hereof and as to such other matters as the Lender or
its counsel may reasonably request including the opinion of Westerman Ball
Ederer Miller & Sharfstein, LLP, counsel for the Limited
Guarantors.

       

      3.1.11   The
Lender shall have received from each of the Guarantors, an executed
Guaranty.

       

      3.1.12   The
Lender shall have received the Limited Guaranty executed by each Limited
Guarantor in form attached hereto as Exhibit C.

       

      3.1.13   The
Lender shall have received the Collateral Mortgages executed by the appropriate
parties in accordance with the terms of 5.1.17.

       

      3.1.14   The
Lender and Bailee (as such term is defined in the Pledge Agreement) shall have
received from the Borrower an executed Pledge Agreement giving to the Lenders a
first priority security interest in the Equity Interest of each Subsidiary and
Guarantor and Bailee shall have received, (i) all outstanding stock certificates
for each Subsidiary and Corporate Guarantor, and (ii) stock power forms executed
in blank.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.1.15   
The Lender shall have received confirmation that the UCC-1 filings in the
appropriate jurisdictions have been filed to perfect the Lender’s security
interests in the Collateral.

       

      3.1.16   
The following statements shall be true and the Lender shall have received a
certificate signed by the President, Vice President or Chief Financial Officer
of the Borrower dated the date hereof, stating that:

       

      (1)     The
representations and warranties contained in Article IV of this Agreement and in
the Loan Documents are true and correct in all material respects on and as of
such date;

       

      (2)     No
Default or Event of Default has occurred and is continuing, or would result from
the making of the initial Revolving Credit Loan;

       

      3.1.17   
All schedules, documents, certificates and other information provided to the
Lender pursuant to or in connection with this Agreement shall be satisfactory to
the Lender and its counsel in all material respects;

       

      3.1.18     The
Borrower and/or the Guarantors and/or their respective Affiliates shall have
established a banking and depository relationship with each Lender;

       

      3.1.19     The
Lender shall have received the Borrower’s 10-K financial statement filed with
the SEC for the period fiscal year ended December 31, 2009;

       

      3.1.20     All
legal matters incident to this Agreement and the Loan transactions contemplated
hereby shall be reasonably satisfactory to Lenders’ counsel;

       

      3.1.21     The
Lender shall have received such other approvals, opinions or documents as the
Lender or its counsel may reasonably request;

       

      3.1.22     The
Lender shall have received payment of the reasonable legal fees and expenses of
the Lender’s counsel;

       

      3.1.23     The
Lender shall have received payment of a commitment fee in the amount set forth
on Schedule 3.01(w), which the Borrower and Guarantors acknowledge was earned by
the Lender in connection with the transactions contemplated hereby;

       

      3.1.24     The
Intercreditor and Payment Sharing Agreement shall have been executed by the
Lender and consented to by Borrower.

       

      3.1.25     The
personal financial statement of each Limited Guarantor certified as of a date no
earlier than 60 days prior to the date of this Agreement acceptable to
Lender.

       

      3.2           Conditions
Precedent to All Revolving Credit Loans. The obligation of the
Lender to make each Revolving Credit Loan (including the initial Revolving
Credit Loan) shall be subject to the further condition precedent that on the
date of such Loan:

       

      3.2.1       The
following statements shall be true and each request for a Revolving Credit Loan
shall be deemed a certification by the Borrower that:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (1)    The
representations and warranties contained in Article IV of this Agreement and in
the other Loan Documents are true and correct on and as of such date as though
made on and as of such date; and

       

      (2)    No
Default or Event of Default has occurred and is continuing, or would result from
such Loan.

       

      3.2.2       The
Lender shall have received a covenant compliance certificate prepared by
management of the Borrower, indicating that, after giving effect to the
requested Loan, the Borrower shall remain in compliance with all of the
financial requirements set forth in 5.3 hereof.

       

      3.2.3       The
Lender shall have received such other approvals, opinions or documents as the
Lender may reasonably request.

       

      ARTICLE
IV

      


      REPRESENTATIONS
AND WARRANTIES

      


      4.1           Representations
and Warranties. On
the date hereof and on each date that the Borrower requests a Revolving Credit
Loan, the Borrower and each Guarantor represents and warrants to each Lender as
follows:

       

      4.1.1       Subsidiaries.  On
the date hereof, the only Subsidiaries of the Borrower or any Guarantor are set
forth on Schedule 4.01(a) annexed hereto.  All of the Equity Interests
of such Subsidiaries shown as owned by the Borrower or any Guarantor on Schedule
4.01(a) are owned by the Borrower or such Guarantor, free and clear of any
mortgage, pledge, lien or encumbrance.  Except as set forth on
Schedule 4.01(a), there are not outstanding any warrants, options, contracts or
commitments of any kind entitling any Person to purchase or otherwise acquire
any securities or other Equity Interests of any Subsidiary, nor are there
outstanding any instruments which are convertible into or exchangeable for any
securities or other Equity Interests of any Subsidiary.

       

      4.1.2       Organization.  The
Borrower and each Guarantor is a corporation, partnership or limited liability
company, as applicable, duly organized, validly existing and in good standing
under the laws of the states of their respective formation and the Borrower and
each Guarantor has the power to own its assets and to transact the business in
which it is presently engaged.  The Borrower and each Guarantor is
duly qualified and is in good standing in all other jurisdictions where the
failure to so qualify or be in good standing would result in a Material Adverse
Change in the Borrower or a Guarantor.

       

      4.1.3       Due Execution,
etc.  The execution, delivery and performance by the Borrower
and each Guarantor of this Agreement and the other Loan Documents to which it is
a party are within the Borrower’s and each Guarantor’s corporate, limited
liability company or partnership power, as applicable, and have been duly
authorized by all necessary corporate, limited liability company or partnership
action, as applicable, and do not and will not (i) require any consent or
approval of the stockholders, members or partners, as applicable, of the
Borrower or any Guarantor; (ii) contravene the Borrower’s or any Guarantor’s
certificate of incorporation or by-laws, partnership agreement, operating
agreement or articles of organization, as applicable; (iii) violate any
provision of or any law, rule, regulation, contractual restriction, order, writ,
judgment, injunction, or decree, determination or award binding on or affecting
the Borrower or any Guarantor; (iv) result in a breach of or constitute a
default under any indenture or loan or credit agreement, or any other agreement,
lease or instrument to which the Borrower or any Guarantor is a party or by
which it or its properties may be bound or affected; or (v) result in, or
require, the creation or imposition of any Lien (other than the Lien of the Loan
Documents) upon or with respect to any of the properties now owned or hereafter
acquired by the Borrower or any Guarantor.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.1.4       No Authorization,
etc.  No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by the Borrower or any
Guarantor of this Agreement or any other Loan Document to which it is a party,
except authorizations, approvals, actions, notices or filings which have been
obtained, taken or made (or to be made in connection with UCC financing
statements executed in connection herewith), as the case may be.

       

      4.1.5       Validity of Loan
Documents.  The Loan Documents when delivered hereunder will
have been duly executed and delivered on behalf of the Borrower and each
Guarantor and will be legal, valid and binding obligations of the Borrower and
each Guarantor, enforceable against the Borrower and each Guarantor in
accordance with their respective terms.

       

      4.1.6       Financial
Statements.  The audited consolidated financial statements of
the Borrower and its Subsidiaries for the fiscal year ended December 31, 2009,
copies of each of which have been furnished to the Lender, and the consolidated
results of operations of the Borrower and its Subsidiaries for the periods ended
on such dates, all in accordance with GAAP, fairly present in all material
respects the consolidated financial condition of the Borrower and its
Subsidiaries as at such dates.  Since such date there has been (i)
except as set forth in Schedule 4.01(f) hereto, no material increase in the
liabilities of the Borrower and its Subsidiaries or any Guarantor and (ii) no
Material Adverse Change in the Borrower, any Subsidiary or any Guarantor.

       

      4.1.7       No Litigation.  There is no pending or
threatened action, proceeding or investigation against the Borrower or any
Guarantor or any Subsidiary before any court, governmental agency or arbitrator,
which may either in one case or in the aggregate, result in a Material Adverse
Change in the Borrower, such Guarantor or such Subsidiary.

       

      4.1.8       Tax
Returns.  The Borrower, each Guarantor and each Subsidiary has
filed all federal, state and local tax returns required to be filed (subject to
extensions granted) and has paid all taxes, assessments and governmental charges
and levies thereon to be due, including interest and penalties.

       

      4.1.9       Licenses,
etc.  The Borrower, each Guarantor and each Subsidiary
possesses all licenses, permits, franchises, patents, copyrights, trademarks and
trade names, or rights thereto, to conduct its business substantially as now
conducted and as presently proposed to be conducted, and neither the Borrower,
any Guarantor nor any Subsidiary is in violation of any similar rights of
others.

       

      4.1.10     Intentionally
Omitted.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.1.11     Margin
Credit.  Neither the Borrower, any Guarantor nor any Subsidiary
is engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulations T, U or X), and no
proceeds of any Loan will be used to purchase or carry any margin stock or to
extend credit to others for the purpose of purchasing or carrying any margin
stock or in any other way which will cause the Borrower or any Guarantor to
violate the provisions of Regulations T, U or X.

       

      4.1.12     Compliance with
Law.  The Borrower, each Guarantor and each Subsidiary is in
all material respects in compliance with all federal and state laws and
regulations in all jurisdictions where the failure to comply with such laws or
regulations could result in a Material Adverse Change in the Borrower, such
Guarantor or such subsidiary.

       

      4.1.13     ERISA.  The
Borrower, each Guarantor, each Subsidiary and each ERISA Affiliate of the
Borrower, a Guarantor or a Subsidiary are in compliance in all material respects
with all applicable provisions of ERISA.  Neither a Reportable Event
nor a Prohibited Transaction has occurred and is continuing with respect to any
Plan of the Borrower, a Guarantor or a Subsidiary; no notice of intent to
terminate a Plan of the Borrower, a Guarantor or a Subsidiary has been filed nor
has any Plan been terminated; no circumstances exist which constitute grounds
under Section 4042 of ERISA entitling the PBGC to institute proceedings to
terminate, or appoint a trustee to administrate, a Plan of the Borrower, a
Guarantor or a Subsidiary, nor has the PBGC instituted any such proceedings;
neither the Borrower, any Guarantor, any Subsidiary  nor any ERISA
Affiliate of the Borrower, any Guarantor or any Subsidiary has completely or
partially withdrawn under Sections 4201 or 4204 of ERISA from a Multiemployer
Plan; the Borrower, each Guarantor, each Subsidiary and each ERISA Affiliate of
the Borrower, any Guarantor or any Subsidiary have met their minimum funding
requirements under ERISA with respect to all of their Plans and the present fair
market value of all Plan assets exceeds the present value of all vested benefits
under each Plan, as determined on the most recent valuation date of the Plan in
accordance with the provisions of ERISA for calculating the potential liability
of the Borrower, any Guarantor, any Subsidiary or any ERISA Affiliate of the
Borrower,  any Guarantor or any Subsidiary to PBGC or the Plan under
Title IV of ERISA; and neither the Borrower, any Guarantor, or any Subsidiary
nor any ERISA Affiliate of the Borrower, a Guarantor or any Subsidiary has
incurred any liability to the PBGC under ERISA.

       

      4.1.14    Hazardous
Material.  The Borrower, each Guarantor and each Subsidiary is,
in all material respects, in compliance with all federal, state or local laws,
ordinances, rules, regulations or policies governing Hazardous Materials; and
neither the Borrower, any Guarantor nor any Subsidiary has used Hazardous
Materials on, from, or affecting any property now owned or occupied or hereafter
owned or occupied by the Borrower, any Guarantor or any Subsidiary in any manner
which violates federal, state or local laws, ordinances, rules, regulations or
policies governing the use, storage, treatment, transportation, manufacture,
refinement, handling, production or disposal of Hazardous Materials; and to the
best of the Borrower’s and each Guarantor’s knowledge, no prior owner of any
such property or any tenant, subtenant, prior tenant or prior subtenant of any
such property have used Hazardous Materials on, from or affecting such property
in any manner which violates federal, state or local laws, ordinances, rules,
regulations, or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of Hazardous Materials
except as set forth in the Borrower’s files which have been made available to
the Lender.

       

      4.1.15    Use of
Proceeds.  The proceeds of the Revolving Credit Loans shall be
used exclusively for the purposes set forth in 2.10.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.1.16    Title to Assets. The
Borrower, each Guarantor and each Subsidiary has good and marketable title to
all of its properties and assets.  The Properties and assets of the
Borrower and each Guarantor are not subject to any mortgage, judgment or similar
Lien other than those described in 5.2.1 hereof.

       

      4.1.17    Casualty.  Neither
the business nor the properties of the Borrower, any Guarantor or any Subsidiary
are affected by any fire, explosion, accident, strike, hail, earthquake,
embargo, act of God or of the public enemy, or other casualty (whether or not
covered by insurance), which could result in a Material Adverse Change in the
Borrower, any Guarantor or any Subsidiary.

       

      4.1.18    Lien
Priority.  Except as disclosed on Schedule 4.01(r), the Lien(s)
on the Collateral created by the Pledge Agreement(s) constitute(s) valid first
priority perfected security interests in favor of the Lender.

       

      4.1.19    Credit
Agreements.  Schedule 4.01(s) is a complete and correct list of
all Debt.

       

      4.1.20    Solvency.  The
liability of each Guarantor and Limited Guarantor as a result of the execution
of its respective Guaranty and Limited Guaranty and the execution of this
Agreement shall not cause the liabilities (including contingent liabilities) of
such Guarantor and Limited Guarantor to exceed the fair saleable value of their
assets, except as may be limited by the terms of their respective Guaranty
and/or Limited Guaranty.

       

      4.1.21    Financial or Other
Advantage.  Each Guarantor and Limited Guarantor acknowledges
that it has derived or expects to derive a financial or other advantage from the
Loans obtained by the Borrower from the Lender.

       

      4.1.22    OFAC and Patriot
Act.  Neither the Borrower nor any of its
Affiliates:

       

      (1)    is
a Restricted Party, is an affiliate of a Restricted Party or conducts any
business with or receives any funds from a Restricted Party;

       

      (2)    has
violated any Anti-Terrorism Law;

       

      (3)    has
been or is being investigated by any governmental authority for violating any
Anti-Terrorism Law or has received notice of any such investigation or any other
action under any Anti-Terrorism Law in respect of it or any Affiliate or any of
their respective assets; or

       

      (4)    has
been assessed any civil or criminal penalty or had any funds or assets frozen,
seized or forfeited under any Anti-Terrorism Law; and

       

      (5)    has
taken reasonable measures to ensure that the source of its funds and property is
derived from legal sources and is not subject to seizure, forfeiture or
confiscation under any Anti-Terrorism Law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
V

       

      COVENANTS
OF THE BORROWER AND THE GUARANTORS

      


      5.1           Affirmative
Covenants. So long
as any amount shall remain outstanding under the Revolving Credit Notes or so
long as the Commitment shall remain in effect, the Borrower and each Guarantor
will, and will cause each Subsidiary to, unless each Lender shall otherwise
consent in writing:

       

      5.1.1      Compliance with Laws,
Etc.  Comply in all material respects with all applicable laws,
rules, regulations and orders, where the failure to so comply could result in a
Material Adverse Change in the Borrower, any Guarantor or any
Subsidiary;

       

      5.1.2      Reporting
Requirements.  Furnish to each Lender:

       

      (1)           Annual Financial
Statements.  As soon as available and in any event not later
than the earlier of (x) the date required to be filed with the SEC, or (y) 90
days after the end of each fiscal year, a copy of the 10-K report of the
Borrower and its Subsidiaries for each fiscal year, including audited
consolidated financial statements with balance sheets with related statements of
income and retained earnings and statements of cash flows, all in reasonable
detail and setting forth in comparative form the figures for the previous fiscal
year, together with an unqualified opinion, prepared by management of the
Borrower and certified by independent certified public accountants selected by
the Borrower and reasonably satisfactory to the Lender, all such financial
statements to be prepared in accordance with GAAP, consistently
applied;

       

      (2)           Quarterly Financial
Statements.  As soon as available and in any
event  not later than the earlier of (x) the date required to be filed
with the SEC, or (y) 60 days after the end of each fiscal quarter, a copy of the
10-Q report of the Borrower and its Subsidiaries for each fiscal quarter, (or in
the case of the fourth fiscal quarter, within 90 days after the end of the
quarter, such financial information as would be provided in a 10-Q report,
management prepared, and certified by the chief financial officer of the
Borrower), including consolidated financial statements for such quarter and for
year to date, including a balance sheet with related statements of income and
retained earnings and a statement of cash flows, all in reasonable detail and
setting forth in comparative form the figures for the comparable quarter and
comparable year to date period for the previous fiscal year, all such financial
statements to be prepared by management of the Borrower in accordance with GAAP,
consistently applied;

       

      (3)           Management
Letters.  Promptly upon receipt thereof, copies of any reports
submitted to the Borrower, any Guarantor or any Subsidiary by independent
certified public accountants in connection with the examination of the financial
statements of the Borrower, any Guarantor or any Subsidiary made by such
accountants;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (4)           Accountant’s
Report.  Simultaneously with the delivery of the annual
financial statements referred to in 5.15.1.2(1), a certificate of the
independent certified public accountants who audited such statements to the
effect that, in making the examination necessary for the audit of such
statements, they have obtained no knowledge of any condition or event which
constitutes a Default or Event of Default, or if such accountants shall have
obtained knowledge of any such condition or event, they shall specify in such
certificate each such condition or event of which they have knowledge and the
nature and status thereof;

       

      (5)           Quarterly Portfolio of Real
Estate Investments.  As soon as available and in any event not
later than 45 days after the end of each fiscal quarter, a portfolio of real
estate investments substantially in the form attached as Exhibit D
hereto;

       

      (6)           Certificate of No
Default.  Simultaneously with the delivery of the financial
statements referred to in 5.15.1.2(1) and (2), a certificate of the President,
Vice President or the Chief Financial Officer of the Borrower, (1) certifying
that to the best of their knowledge after due inquiry no Default or Event of
Default has occurred and is continuing, or if a Default or Event of Default has
occurred and is continuing, a statement as to the nature thereof and the action
which is proposed to be taken with respect thereto; and (2) with computations
demonstrating compliance with the covenants contained in 5.3 in form and
substance similar to Exhibit E;

       

      (7)           Borrowing Base
Certificate.  As soon as available, and in any event not later
than 15 days after the end of each month, with each Loan request in accordance
with 2.6 and with each mandatory prepayment set forth in Section 2.07(c), a
Borrowing Base Certificate in the form attached as Exhibit F.

       

      (8)           Notice of
Litigation.  Promptly after the commencement thereof, notice of
all actions, suits and proceedings before any court or governmental department,
commission, board, bureau, agency, or instrumentality, domestic or foreign,
whether or not covered by insurance, affecting the Borrower, any Guarantor or
any Subsidiary which, if determined adversely to the Borrower such Guarantor, or
such Subsidiary could result in a Material Adverse Change in the Borrower, such
Guarantor or such Subsidiary;

       

      (9)           Notice of Defaults and
Events of Default.  As soon as possible and in any event within
five (5) days after the occurrence of each Default or Event of Default, a
written notice setting forth the details of such Default or Event of Default and
the action which is proposed to be taken by the Borrower with respect
thereto;

       

      (10)         ERISA
Reports.  Promptly after the filing or receiving thereof,
copies of all reports, including annual reports, and notices which the Borrower,
any Guarantor or any Subsidiary files with or receives under ERISA from the
PBGC, the Internal Revenue Service or the U.S. Department of Labor; and as soon
as possible after the Borrower or any Guarantor knows or has reason to know that
any Reportable Event or Prohibited Transaction has occurred with respect to any
Plan of the Borrower, any Guarantor or any Subsidiary or that the PBGC or the
Borrower,  any Guarantor or any Subsidiary has instituted or will
institute proceedings under Title IV of ERISA to terminate any Plan, the
Borrower will deliver to each Lender a certificate of the President, Vice
President or the Chief Financial Officer of the Borrower setting forth details
as to such Reportable Event, Prohibited Transaction or Plan termination and the
action the Borrower proposes to take with respect thereto;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (11)         Reports to Other
Creditors.  Promptly after the furnishing thereof, copies of
any statement or report furnished to any other party pursuant to the terms of
any indenture, loan, credit or similar agreement and not otherwise required to
be furnished to the Lender pursuant to any other clause of this
5.15.1.2;

       

      (12)         Proxy Statements,
Etc.  Promptly after the sending or filing thereof, copies of
all proxy statements, financial statements and reports which the Borrower or any
Corporate Guarantor sends to its public stockholders, if any, and copies of all
regular, periodic, and special reports, all registration statements which the
Borrower or any Corporate Guarantor files with the SEC or any governmental
authority which may be substituted therefor, or with any national securities
exchange and any press releases or other notices or information publicly
disseminated;

       

      (13)         Notice of
Affiliates.  Promptly after any Person becomes an Affiliate of
the Borrower or any Guarantor, notice to the Lender of such Affiliate other than
an Affiliate that is a natural person;

       

      (14)         Mortgage
Financing.  As soon as available and in no event later than 30
days prior to the closing of any mortgage financing against an Unencumbered
Property, a certificate prepared by management of the Borrower (i) advising the
Lender of the proposed mortgage financing, (ii) detailing the Property or
Properties to be mortgaged, (iii) setting forth the source and terms of such
financing, (iv) providing a copy of the appraisal, if any, to the Lender if in
the possession or control of Borrower, and (v) evidencing compliance with the
Borrowing Base and all of the financial covenants set forth in 5.3 and 5.4
hereof after giving effect to such mortgage financing;

       

      (15)         Real Estate Acquisition
Information.  Such Real Estate Acquisition Information as
reasonably requested by the Lender on a semi-annual basis; and

       

      (16)         General
Information.  Such other information respecting the condition
or operations, financial or otherwise, of the Borrower, any Guarantor or any
Subsidiary as the Lender may from time to time reasonably request.

       

      5.1.3       Taxes.  Pay
and discharge all taxes, assessments and governmental charges upon the Borrower,
any Guarantor, any Subsidiary, its or their income and its or their properties
prior to the dates on which penalties are attached thereto, unless and only to
the extent that (A) (i) such taxes shall be contested in good faith and by
appropriate proceedings by the Borrower, such Guarantor or such Subsidiary, (ii)
there be adequate reserves therefor in accordance with GAAP entered on the books
of the Borrower, such Guarantor or such Subsidiary and (iii) no enforcement
proceedings against the Borrower, such Guarantor or such Subsidiary have been
commenced or (B) the Property is owned by a Written-Off Subsidiary.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.1.4       Existence.  Preserve
and maintain the Borrower’s, each Guarantor’s and each Subsidiary’s existence
and good standing in the jurisdiction of its formation and the rights,
privileges and franchises of the Borrower, each Guarantor and each Subsidiary in
each case where failure to so preserve or maintain could result in a Material
Adverse Change in the Borrower, the Guarantors and their respective
Subsidiaries, taken as a whole.

       

      5.1.5       Maintenance of Properties
and Insurance.  (i) Keep the respective properties and assets
(tangible or intangible) that are useful and necessary in the Borrower’s, each
Guarantor’s and each Subsidiary’s business, in good working order and condition,
reasonable wear and tear excepted; and (ii) maintain insurance with financially
sound and reputable insurance companies or associations in such amounts and
covering such risks as are usually carried by companies engaged in similar
businesses and owning properties doing business in the same general areas in
which the Borrower, each Guarantor and each Subsidiary operates.

       

      5.1.6      Books of Record and
Account.  Keep adequate records and proper books of record and
account in which complete entries will be made in a manner to enable the
preparation of financial statements in accordance with GAAP, reflecting all
financial transactions of the Borrower, each Guarantor and each
Subsidiary.

       

      5.1.7      Visitation.  At
any reasonable time, and from time to time, permit the Lender or any agents or
representatives thereof, to examine and make copies of and abstracts from the
books and records of, and, subject to the requirements of all applicable leases,
visit the properties of, the Borrower, each Guarantor and each Subsidiary and to
discuss the affairs, finances and accounts of the Borrower, each Guarantor and
each Subsidiary with any of their respective officers or directors of the
Borrower’s, such Guarantor’s or such Subsidiary’s independent
accountants.

       

      5.1.8      Real Estate Acquisition
Information.  Provide the Real Estate Acquisition Information
to the Lender as soon as practical but in no event less than forty-eight (48)
hours prior to submitting a Borrowing Notice attached as Exhibit B hereto in
connection with either a property acquisition or mortgage
refinancing;

       

      5.1.9      Performance and Compliance
with Other Agreements.  Perform and comply with each of the
provisions of each and every agreement the failure to perform or comply with
which could result in a Material Adverse Change in the Borrower, any Guarantor
or any Subsidiary;

       

      5.1.10    Continued Perfection of
Liens and Security Interest.  Record or file or rerecord or
refile any of the Loan Documents or a financing statement or any other filing or
recording or refiling or rerecording in each and every office where and when
necessary to preserve, perfect and continue the security interests of the Loan
Documents;

       

      5.1.11    Pension
Funding.  Comply with the following and cause each ERISA
Affiliate of the Borrower, each Guarantor and each Subsidiary to comply with the
following:

       

      (1)           engage
solely in transactions which would not subject any of such entities to either a
civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by
Section 4975 of the Internal Revenue Code in either case in an amount in excess
of $25,000.00;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (2)           make
full payment when due of all amounts which, under the provisions of any Plan or
ERISA, the Borrower, each Guarantor, each Subsidiary or any ERISA Affiliate of
any of same is required to pay as contributions thereto;

       

      (3)           all
applicable provisions of the Internal Revenue Code and the regulations
promulgated thereunder, including but not limited to Section 412 thereof, and
all applicable rules, regulations and interpretations of the Accounting
Principles Board and the Financial Accounting Standards Board;

       

      (4)           not
fail to make any payments in an aggregate amount greater than $25,000.00 to any
Multiemployer Plan that the Borrower, any Guarantor, any Subsidiary or any ERISA
Affiliate of the Borrower, any Guarantor or any Subsidiary may be required to
make under any agreement relating to such Multiemployer Plan, or any law
pertaining thereto; or

       

      (5)           not
take any action regarding any Plan which could result in the occurrence of a
Prohibited Transaction.

       

      5.1.12     Licenses.  Maintain
at all times all licenses or permits necessary to the conduct of the business of
the Borrower, each Guarantor and each Subsidiary or as may be required by any
governmental agency or instrumentality thereof;

       

      5.1.13     Subsidiaries.

       

      (1)           Cause
any Subsidiary of the Borrower owning Unencumbered Properties to become a
Guarantor of all obligations of the Borrower to the Lender, whether incurred
under this Agreement or otherwise and such new Guarantor shall deliver an
executed guaranty to the Lender, in form and substance satisfactory to the
Lender, within three (3) Business Days of after the later of (i) date of
formation of such  new Subsidiary; or (ii) acquisition of an
Unencumbered Property;

       

      (2)           Pledge
to the Lender all of its Equity Interest on any new Subsidiary or new Venture
Interest pursuant to a Pledge Agreement, and deliver to the
Bailee  (i) all stock certificates and other certificates evidencing
such Equity Interest, and (ii) stock power forms executed in blank within three
(3) Business Days after the later of (i) the date of formation of such new
Subsidiary or (ii) acquisition of an Unencumbered Property; and

       

      (3)           On
the fifth (5th)
calendar day of each month, furnish to the Lender a complete schedule of all
existing Subsidiaries as of the first (1st) day of
such month with an asterisk next to any new Subsidiaries formed in the month
prior.

       

      5.1.14    Intentionally
Omitted.

       

      5.1.15    Maintenance of Real Estate
Investment Trust Status.  The Borrower shall maintain at all
times its existence as a real estate investment trust;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.1.16    Maintenance of Listing on
National Stock Exchange.  The Borrower shall maintain at all
times its listing on the New York Stock Exchange or another nationally
recognized stock exchange; and

       

      5.1.17    Collateral
Mortgages.  Upon the failure of Borrower or Guarantor to
perform any term, covenant or agreement contained in 5.4 of this Agreement, such
failure shall not be deemed an Event of Default, provided that within forty-five
(45) days thereof after notice thereof (or such longer period not exceeding an
additional 30 days to enable Lender to complete an environmental assessment
and/or appraisal, and provided further that such delay is not caused by
Borrower), Borrower shall cause to be granted a first priority mortgage lien,
mortgage deed or deed of trust (each, a “Collateral Mortgage”) in favor of each
Lender on the Collateral Mortgage Properties to secure payment of
Note.  The Collateral Mortgage Properties must at all times have an
aggregate Collateral Mortgage Value equal to 150% of the indebtedness evidenced
by the Note (“Collateral Mortgage Loan to Value Ratio”).   Each
Collateral Mortgage Property shall secure a principal sum not to exceed the
Collateral Mortgage Value of such property.  Lender, in its sole and
absolute discretion, may permit a subordinate priority mortgage lien, mortgage
deed or deed of trust (each a “Subordinate Collateral Mortgage”) to be granted
to each Lender on Collateral Mortgage Properties in lieu of up to one-third (1⁄3)
of the first priority Collateral Mortgages, provided that (i) the Collateral
Mortgage Value of such Collateral Mortgage Property exceeds the aggregate of all
Liens and other encumbrances by a ratio of at least 2 to 1, before giving effect
to such Subordinate Collateral Mortgage; (ii) the Collateral Mortgage Value of
such Collateral Mortgage Property exceeds the aggregate of all Liens and other
encumbrances by a ratio of at least 1 to .75, after giving effect to such
Subordinate Collateral Mortgage; and (iii) Borrower maintains the required
Collateral Mortgage Loan to Value Ratio, after giving effect to such Subordinate
Collateral Mortgage.  The form and substance of each Collateral
Mortgage shall be subject to the reasonable approval of each Lender and its
counsel.  The execution and delivery of each Collateral Mortgage shall
be subject to the prior receipt and approval of the following:  (i) an
appraisal satisfactory to Lender performed by a state licensed or certified
appraiser approved by Lender, at Borrower’s sole cost and expense; (ii) a title
report and commitment to issue a title insurance policy insuring the lien
priority of the Collateral Mortgage subject only to such exceptions as counsel
for Lender shall approve and payment of all fees, expenses and premiums in order
to cause such policy to be issued at the closing thereof; (iii) policies of
insurance reasonably satisfactory to the Lender in form, company and amount and
which shall contain coverage, required by the terms of the Collateral Mortgage,
and (iv) an environmental assessment of the Property to be encumbered, (at
Borrower’s sole cost and expense), prepared by an environmental consultant
retained by Lender such assessment to be acceptable to Lender, in its sole and
absolute discretion.  Notwithstanding the foregoing, Borrower shall
cause the forms of Collateral Mortgage set forth on Exhibit G to be executed and
delivered to each Lender encumbering eight (8) Collateral Mortgage
Properties.  Lender agrees not to record such forms of Collateral
Mortgage unless and until there has been a failure of Borrower or Guarantor to
perform any term, covenant or agreement contained in Section 5.04 following any
applicable notice and cure period and subject to the terms of this
Agreement.  The selection of the eight (8) Collateral Mortgage
Properties is without prejudice to the Lender selecting additional and/or
substitute Collateral Mortgage Properties under the terms of this
Agreement

       

      5.1.18     Release of Guarantor.
In the event that any Guarantor refinances any Property, Lender shall release
such Guarantor from its obligations under its Guaranty, provided, however (i) neither
Borrower nor such Guarantor is in Default under this Agreement and (ii) Borrower
or such Guarantor has prepaid the proceeds of such refinance pursuant to
2.7.3(2).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.1.19     OFAC and Patriot
Act.  (i) Immediately notify the Lender if it obtains knowledge
that it or any of its Affiliates has become or has been listed as a Restricted
Party or has been charged with or has engaged in any violation of any
Anti-Terrorism Law; (ii) not receive any funds from a Restricted Party and, in
any case, exclude any funds derived from any Restricted Party or from any Person
involved in the violation of any Anti-Terrorism Law from being used to pay debt
service or any other amounts owing under the Loan Documents; (iii) not transfer
or permit the transfer of any legal or beneficial ownership interest of any kind
in Borrower or any Affiliate to a Restricted Party or any Person involved in the
violation of any Anti-Terrorism Law; (iv) not acquire, directly or indirectly,
ownership interest of any kind in any Restricted Party or any Person involved in
the violation of any Anti-Terrorism Law; (v) not form any partnership or joint
venture or conduct any business with any Restricted Party or any Person involved
in the violation of any Anti-Terrorism Law, and not to act, directly or
indirectly, as the agent or representative of any Restricted Party or any Person
in the violation of any Anti-Terrorism Law; and (vi) indemnify the Lender for
any costs incurred by any of them as a result of any violation of an
Anti-Terrorism Law by Borrower or any Affiliate of Borrower.

       

      5.1.20     Replacement Limited
Guarantor.  In the event that (a) Fredric H. Gould shall die or
become incapacitated and/or (b) Patrick J. Callan, Jr. shall die, become
incapacitated or shall no longer be employed by Borrower, then in each of such
events (each, a “Triggering Event”) within seven (7) Business Days thereof,
Borrower shall (x) identify and provide a replacement guarantor (the
“Replacement Limited Guarantor”) who (i) is a natural person; (ii) is a senior
executive officer of Borrower; (iii) has executed and delivered to Lender a
limited guaranty on substantially the same terms as the Limited Guaranty (the
“Replacement Limited Guaranty”); and (iv) has been approved by Lender in its
sole and absolute discretion.  The Replacement Limited Guaranty shall
become effective as of the date all of the provisions set forth in subsections
(i)-(iv) have been satisfied.  In the event satisfaction of all of the
provisions set forth in subsections (i)-(iv) has not been accomplished within
the time provided following such Triggering Event, then Borrower shall be
required to provide the Collateral Mortgages pursuant to the provisions of
Section 5.01(q) of this Agreement.

       

      5.2           Negative
Covenants.  So long
as any amount shall remain outstanding under the Note, or so long as the
Commitment shall remain in effect, neither the Borrower nor any Guarantor will,
nor will the Borrower or any Guarantor permit any Subsidiary to, without the
written consent of each Lender:

       

      5.2.1       Liens,
Etc.  Create, incur, assume or suffer to exist, any Lien, upon
or with respect to any of its properties, now owned or hereafter acquired,
except:

       

      (1)           Liens
in favor of any of the Lenders;

       

      (2)           Liens
for taxes or assessments or other government charges or levies if not yet due
and payable or if due and payable if they are being contested in good faith by
appropriate proceedings and for which appropriate reserves are maintained in
accordance with GAAP or if the Property is owned by a Written-Off
Subsidiary;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (3)           Liens
imposed by law, such as mechanics’, materialmen’s, landlords’, warehousemen’s,
and carriers’ Liens, and other similar Liens, securing obligations incurred in
the ordinary course of business which are not past due or which are being
contested in good faith by appropriate proceedings and for which appropriate
reserves are maintained in accordance with GAAP, provided however, that Borrower
shall send notice to Lender of filing of any such Lien in excess of $25,000
within seven days thereafter together with Borrower’s statement indicating the
action it proposes to cause such Lien to be satisfied, dismissed and/or
discharged;

       

      (4)           Liens
under workers’ compensation, unemployment insurance, Social Security, or similar
legislation;

       

      (5)           Liens,
deposits, or pledges to secure the performance of bids, tenders, contracts
(other than contracts for the payment of money), leases (permitted under the
terms of this Agreement), public or statutory obligations, surety, stay, appeal,
indemnity, performance or other similar bonds, or other similar obligations
arising in the ordinary course of business;

       

      (6)           Liens
described in Schedule 5.02(a), provided that no such Liens or the Debt secured
thereby shall be renewed, extended or refinanced (other than Liens described in
(ix) below);

       

      (7)           Except
in respect of a Written Off Subsidiary, judgment and other similar Liens arising
in connection with court proceedings (other than those described in 6.1.10),
provided that the execution or other enforcement of such judgment or Lien is
effectively stayed and the claims secured thereby are being actively contested
in good faith and by appropriate proceedings;

       

      (8)           Easements,
rights-of-way, restrictions, and other similar encumbrances with respect to real
property which, either in one case or in the aggregate, do not materially
interfere with the Borrower’s or a Guarantor’s or a Subsidiary’s occupation, use
and enjoyment of the property or assets encumbered thereby in the normal course
of its business or materially impair the value of the property subject thereto;
or

       

      (9)           Liens
created, assumed or existing which arise as a result of mortgage debt incurred
in connection with the acquisition or refinance of mortgage debt of a Property, provided
that:

       

      (1)           The
obligation secured by any Lien so created, assumed, or existing shall not exceed
75% of the higher of cost or appraised value of the Property subject to such
Lien (or in the event an appraisal is not available, Borrower shall submit to
the Lender a copy of the application and/or commitment letter from an
Institutional Lender which makes it an express condition that the loan amount
not exceed 75% of the value of the Property),  except upon written
consent from  each Lender, which may be withheld for any or no reason
whatsoever; and in connection with such request for consent, Borrower shall
submit to the Lender in writing such information, including but not limited to
Real Estate Acquisition Information, as Lender shall reasonably require, and
Lender shall reply in writing to Borrower within fourteen (14) days after
receipt of all of the foregoing information.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (2)           Each
such Lien shall attach only to the Property (or Properties) so acquired or
refinanced and the improvements thereon; and

       

      (3)           In
the event that such Lien is against a Guarantor, if required by the lender
secured by such Lien and no Event of Default has occurred, the Guaranty of such
Guarantor shall be released by the Lender; and

       

      (4)           Net
proceeds of such mortgage debt are paid to Lender pursuant to
2.7.3.

       

      5.2.2      Debt.  Create,
incur, assume, or suffer to exist, any Debt, except:

       

      (1)           Debt
of the Borrower or a Guarantor under this Agreement or the Note or any other
Debt of the Borrower, a Guarantor or a Subsidiary owing to the other
Lenders;

       

      (2)           Debt
described in Schedule 5.02(b);

       

      (3)           Accounts
payable to trade creditors for goods or services and current operating
liabilities (other than for borrowed money) in each case incurred in the
ordinary course of business and paid within the specified time, unless contested
in good faith and by appropriate proceedings; or

       

      (4)           Debt
of the Borrower, a Guarantor or a Subsidiary secured by Liens permitted by
5.25.2.1(9)

       

      5.2.3      Intentionally
Omitted.

       

      5.2.4      Merger.  Except
with respect to a new Subsidiary formed for the purpose of acquiring all or
substantially all of the Equity Interests or assets of a Person, merge into, or
consolidate with or into, or have merged into it, any Person; and, for the
purpose of this subsection 5.2.4, the acquisition or sale by the Borrower or a
Guarantor by lease, purchase or otherwise, of all, or substantially all, of the
common stock or the assets of any Person or of it shall be deemed a merger of
such Person with the Borrower or a Guarantor;

       

      5.2.5      Sale of Assets,
Etc.  Sell, assign, transfer, lease or otherwise dispose of any
of its assets, (including a sale leaseback transaction) with or without
recourse, other than in the ordinary course of its business.

       

      5.2.6      Investments,
Etc.  Make any Investment other than Permitted
Investments.

       

      5.2.7      Transactions With
Affiliates.  Except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower’s, a Guarantor’s or
Subsidiary’s business and upon fair and reasonable terms no less favorable to
the Borrower, such  Guarantor or such Subsidiary than would be
obtained in a comparable arm’s length transaction with a Person not an
Affiliate, enter into any transaction, including, without limitation, the
purchase, sale, or exchange of property or the rendering of any service, with
any Affiliate.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.2.8      Investments in Joint
Ventures.  Notwithstanding Section 5.02(f) but subject to the
provisions of 5.3.3, (i) invest an aggregate amount of greater than Twenty-Five
Million ($25,000,000.00) Dollars in OLP Net Lease Strategic Alliance LLC, a
Delaware limited liability company (“Strategic Alliance”) of which no more than
Ten Million ($10,000,000.00) Dollars may be invested in any single Property
owned by Strategic Alliance.

       

      5.2.9      Guarantees.  Guaranty,
or in any other way become directly or contingently obligated for any Debt of
any other Person (including any agreements relating to working capital
maintenance, take or pay contracts or similar arrangements) other than (i) the
endorsement of negotiable instruments for deposit in the ordinary course of
business; or (ii) guarantees existing on the date hereof and set forth in
Schedule 5.02(i) annexed hereto; or (iii) hazardous material indemnities; or
(iv) indemnities regarding intentional fraud or misrepresentation,
misappropriation of security deposits or insurance or condemnation proceeds,
waste, abandonment of any property, misapplication of rents post default and
other similar items;  or (v) Debt owing to Lender under this
Agreement.

       

      5.2.10    Change of
Business.  Materially alter the nature of its
business.

       

      5.2.11    Fiscal
Year.  Change the ending date of its fiscal year from December
31.

       

      5.2.12    Accounting
Policies.  Change any accounting policies, except as permitted
by GAAP.

       

      5.2.13    Management.  Fail
to retain at least three (3) of Fredric H. Gould, Patrick Callan, Jr., Matthew
Gould, David Kalish and Israel Rosenzweig in the management of the
Borrower.

       

      5.2.14    Hazardous
Material.  Cause or permit any property owned or occupied by
the Borrower, a Guarantor or a Subsidiary to be used to generate, manufacture,
refine, transport, treat, store, handle, dispose, transfer, produce or process
Hazardous Materials, except in compliance with all applicable federal, state and
local laws or regulations; nor cause or permit, as a result of any intentional
or unintentional act or omission on the part of the Borrower, a Guarantor, a
Subsidiary or any tenant or subtenant, a release of Hazardous Materials onto any
property owned or occupied by the Borrower, a Guarantor, a Subsidiary or onto
any other property; fail to comply with all applicable federal, state and local
laws, ordinances, rules and regulations, whenever and by whomever triggered; nor
fail to obtain and comply with, any and all approvals, registrations or permits
required thereunder.  The Borrower and the Guarantors shall execute
any documentation reasonably required by the Lender in connection with the
representations, warranties and covenants contained in this sub-section and 4.1
of this Agreement.

       

      5.2.15    Dividends,
Etc.  Upon the occurrence of an Event of Default, the Borrower
shall not make distributions in excess of the sum necessary to permit the
Borrower to maintain its status as a real estate investment trust.

       

      5.3           Financial
Requirements.  So long as any
amount shall remain outstanding under the Note, or so long as the Commitment
shall remain in effect:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.3.1      Total Secured Debt to Total
Secured Value.  The Borrower and the Guarantors will maintain
at all times, on a consolidated basis, a ratio of Total Secured Debt to Total
Secured Value of not greater than 0.70 to 1.00, such ratio to be tested
quarterly.

       

      5.3.2      Total Debt to Total
Value.  The Borrower and the Guarantors will maintain at all
times, on a consolidated basis, a ratio of Total Debt to Total Value of not
greater than 0.70 to 1.00, such ratio to be tested quarterly.

       

      5.3.3      Venture Interest
Investments.  Borrower and the Guarantors shall not permit, on
a consolidated basis, its Investment in Venture Interests to exceed
$25,000,000.00, to be tested quarterly.  

       

      5.3.4      Minimum Total Unsecured
Value.  The Borrower and the Guarantor shall own at all times
not less than five (5) Unencumbered Properties having a minimum Total Unsecured
Value in the aggregate amount of Thirty Million ($30,000,000.)
Dollars.

       

      5.3.5      Fixed Charge Coverage
Ratio.  The Borrower and the Guarantors will not permit the
ratio of (a) Consolidated EBITDA for any fiscal quarter, to (b) Fixed Charges
for such period, to be less than 1.25 to 1.00.  Notwithstanding the
foregoing, non-compliance with this 5.35.3.5 shall only constitute an Event of
Default if such non-compliance occurs for two consecutive fiscal
quarters.

       

      5.3.6      Tangible Net
Worth.  Borrower will maintain a Tangible Net Worth of not less
that $144,000,000 to be tested quarterly.

       

      5.3.7      Cash Position.
Borrower will maintain average outstanding collected deposit balances of
not less than $4,000,000, to be tested quarterly.

       

      5.3.8      Losses.  Permit
a Consolidated Net Deficit as of the end of any fiscal year.

       

      5.3.9      Debt Service Coverage
Ratio.  Permit Borrower’s, on a consolidated
basis,  ratio of (a) total Adjusted Net Operating Income, to (b) Debt
Service, to become less than 1.65 to 1.00, such ratio to be tested quarterly for
the prior 12 month period.

       

      5.4           Additional
Negative Covenants.  Subject to the cure provisions contained in
5.1.17, so long as any amount shall remain outstanding under the Note, or so
long as the Commitment shall remain in effect, neither the Borrower nor any
Guarantor will, nor will the Borrower or any Guarantor permit any Subsidiary
to:

       

      5.4.1      Liens.  Create,
incur, assume or suffer to exist, any Lien, upon or with respect to any
Unencumbered Property, except Liens for taxes and Liens imposed by law, such as
mechanics’, materialmen’s, landlords’, and other similar Liens not exceeding
$250,000. encumbering any single Property and not exceeding $500,000. in the
aggregate and which are past due and have not been discharged, dismissed, bonded
and/or stayed within 90 days from their filing.

       

      5.4.2      Transfers.  Sell,
assign, transfer, or otherwise dispose of any Unencumbered Property, except upon
compliance with the provisions of 2.7.3.

       

      5.4.3      Pledge/Mortgage.
Pledge, mortgage, or encumber any Unencumbered Property except upon compliance
with the provisions of 2.7.3.

       

      5.4.4      Tangible Net
Worth.  Permit Borrower’s Tangible Net Worth to become less
than $149,000,000 to be tested quarterly.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.4.5      Loan to Total Unsecured
Value Ratio.  Permit Borrower’s ratio of (a) the aggregate
principal amount of the Loans outstanding to (b) Total Unsecured Value to exceed
1.00 to 1.75.

       

      5.4.6      Losses.  Permit
a Consolidated Net Deficit for any fiscal quarter to be equal to or greater than
$8,000,000. or permit a Consolidated Net Deficit to be greater than $5,000,000.
for any fiscal six month period.

       

      5.4.7      Debt Service Coverage
Ratio.  Permit Borrower’s, on a consolidated
basis,  ratio of (a) total Adjusted Net Operating Income, to (b) Debt
Service, to become less than 1.75 to 1.00, such ratio to be tested quarterly for
the prior 12 month period.

       

      ARTICLE
VI

       

      EVENTS
OF DEFAULT

      


      6.1           Events
of Default. If any
of the following events (each an “Event of Default”) shall occur and be
continuing:

       

      6.1.1      The
Borrower shall fail to pay any installment of principal of, or interest on, the
Note when due, or the Borrower shall fail to pay any fees or other amounts owed
in connection with this Agreement when due; or

       

      6.1.2      Any
representation or warranty made by the Borrower or any Guarantor in this
Agreement or in any other Loan Document or which is contained in any
certificate, document, opinion, or financial or other statement furnished at any
time under or in connection with this Agreement or any other Loan Document shall
prove to have been incorrect in any material respect when made; or

       

      6.1.3      The
Borrower, any Guarantor or any Subsidiary shall fail to perform any covenant
contained in 5.1 of this Agreement on its part to be performed or observed
within fifteen (15) days of the date required for such performance; provided
however, that for a failure to perform under 5.1.1, 5.1.4 and 5.1.5(i), such
longer period as shall be reasonably necessary to cause compliance provided that
Borrower, a Guarantor or a Subsidiary (as the case may be) shall have commenced
the curative process prior to the expiration of such fifteen (15) day period and
shall thereafter diligently and in good faith complete the curative measure
within ninety (90) days thereafter; or

       

      6.1.4      The
Borrower, any Guarantor or any Subsidiary shall fail to perform any term,
covenant or agreement contained in 5.2.14; provided, however, that upon
Borrower, any Guarantor or any Subsidiary’s failure to perform under 5.2.14,
Borrower, any Guarantor or any Subsidiary shall be granted such longer period as
shall be reasonably necessary to cause compliance with said Section, provided
that Borrower, a Guarantor or a Subsidiary shall deliver to the Lender within
ninety (90) days thereafter, a written proposal regarding the curative process,
certified by an environmental company acceptable to the Lender, and such plan
must be approved by the Lenders’ environmental consultants; or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.1.5      The
Borrower or any Guarantor shall fail to perform any term, covenant or agreement
contained in 5.3 on its part as is evidenced by the date quarterly financial
statements for each fiscal quarter pursuant to 5.1.2(2) are due (the “Reporting
Date”), provided, however, to the extent that Borrower or any Guarantor is not
in compliance with any of the 5.3 requirements on the Reporting Date, Borrower
or such Guarantor shall have (45) days from the Reporting Date to comply with
5.3 and on the fifty-fifth (55th) day
after the Reporting Date, shall deliver a compliance certificate to the Lender
along with such management prepared financial statements which evidence that the
Borrower or such Guarantor is in compliance with 5.3.

       

      6.1.6      The
Borrower or any Guarantor shall fail to perform any term, covenant or agreement
contained in 5.4 unless within 45 days from such failure (or such longer period
as may be provided for in 5.1.17), Borrower and Guarantor have complied with the
provision of 5.1.17.

       

      6.1.7      The
Borrower, any Guarantor or any Subsidiary shall fail to perform or observe any
other term, covenant or agreement contained in this Agreement or in any other
Loan Document (other than the Notes) on its part to be performed or observed
following notice and an opportunity to cure under the terms of this Agreement or
if no notice and an opportunity to cure is specified then within ten (10) days
following notice thereof from Lender; provided that the foregoing clause shall
not be deemed to add a notice and cure period to breaches set forth in this
Section 6.01 (other than this subsection (g)) which do not have a specified
notice and cure period; or

       

      6.1.8      The
Borrower, any Guarantor or any Subsidiary shall fail to pay any Debt or Debts of
the Borrower, any Guarantor or any Subsidiary in the singular or aggregate
principal amount of $50,000.00 or more (excluding Debt evidenced by the Notes),
or any installment, interest or premium thereon, when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) and such
failure shall continue after the applicable grace period, if any, specified in
the agreements or instruments relating to such Debt or Debts; or any other
default under any agreements or instruments relating to any such Debt or Debts,
or any other event shall occur and shall continue after the applicable grace
period, if any, specified in such agreements or instruments, if the effect of
such default or event is to accelerate, or to permit the acceleration of, the
maturity of such Debt or Debts; or any such Debt or Debts shall be declared to
be due and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment), prior to the stated maturity thereof and is not
then so paid within three (3) business days of the date same shall have been
declared due and payable; provided, however, that it shall not constitute an
Event of Default for a Written-Off Subsidiary not to pay its Debt;
or

       

      6.1.9      The
Borrower, any Guarantor or any Subsidiary shall generally not pay its Debts as
such Debts become due, or shall admit in writing its inability to pay its Debts
generally, or shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against the Borrower, any Guarantor or
any Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its Debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, or other similar
official for it or for any substantial part of its property and if instituted
against the Borrower, any Guarantor or any Subsidiary shall remain undismissed
for a period of 30 days; or the Borrower, any Guarantor or any Subsidiary shall
take any action to authorize any of the actions set forth above in this
subsection 6.1.9; provided, however, that it shall not constitute an Event of
Default for a Written-Off Subsidiary not to pay its Debt or to have a receiver
or similar Person appointed; or


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      6.1.10  Any
judgment or order or combination of judgments or orders for the payment of
money, in the amount of $100,000.00 or more, singularly or in the aggregate,
which sum shall not be subject to full, complete and effective insurance
coverage, shall be rendered against the Borrower, any Guarantor or any
Subsidiary and either (i) enforcement proceedings shall have been commenced by
any creditor upon such judgment or order or (ii) there shall be any period of 30
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; provided,
however, that it shall not constitute a Default for a Written-Off Subsidiary to
have a judgment entered against it; or

       

      6.1.11  Any of
the following events occur or exist with respect to the Borrower, any Guarantor,
any Subsidiary or any ERISA Affiliate of the Borrower, any Guarantor or any
Subsidiary: (i) any Prohibited Transaction involving any Plan; (ii) any
Reportable Event with respect to any Plan; (iii) the filing under Section 4041
of ERISA of a notice of intent to terminate any Plan or the termination of any
Plan; (iv) any event or circumstance that might constitute grounds entitling the
PBGC to institute proceedings under Section 4042 of ERISA for the termination
of, or for the appointment of a trustee to administer, any Plan, or the
institution of the PBGC of any such proceedings; (v) complete or partial
withdrawal under Section 4201 or 4204 of ERISA from a Multiemployer Plan or the
reorganization insolvency, or termination of any Multiemployer Plan; and in each
case above, such event or condition, together with all other events or
conditions, if any, could in the opinion of the Lender subject the Borrower, any
Guarantor, any Subsidiary or any such ERISA Affiliate to any tax, penalty, or
other liability to a Plan, a Multiemployer Plan, the PBGC, or otherwise (or any
combination thereof) which is either singularly or in the aggregate $50,000.00
or more; or

       

      6.1.12  Any
Guarantor shall fail, beyond any applicable grace or cure period, to perform or
observe any term or provision of its Guaranty or any representation or warranty
made by any Guarantor (or any of its officers or partners) in connection with
such Guarantor’s Guaranty shall prove to have been incorrect in any material
respect when made; or

       

      6.1.13  This
Agreement or any other Loan Document, at any time after its execution and
delivery and for any reason, ceases to be in full force and effect or shall be
declared to be null and void, or the validity or enforceability of any document
or instrument delivered pursuant to this Agreement shall be contested by the
Borrower, any Guarantor or any other party to such document or instrument or the
Borrower, any Guarantor or any other party to such document or instrument shall
deny that it has any or further liability or obligation under any such document
or instrument; or

       

      6.1.14  An
event of default beyond any applicable grace period specified in any Loan
Document other than this Agreement shall have occurred and be
continuing.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      6.2           Remedies
on Default.  Upon the occurrence and continuance of an Event of
Default each Lender may by notice to the Borrower, (i) terminate the Commitment,
(ii) declare the Note, all interest thereon and all other amounts payable under
this Agreement to be due and payable, whereupon the Commitment shall be
terminated, the Note, all such interest and all such amounts shall become and be
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower and the
Guarantors, (iii) proceed to enforce its rights whether by suit in equity or by
action at law, whether for specific performance of any covenant or agreement
contained in this Agreement or any other Loan Document, or in aid of the
exercise of any power granted in either this Agreement or any other Loan
Document, or (iv) proceed to obtain judgment or any other relief whatsoever
appropriate to the enforcement of its rights, or proceed to enforce any other
legal or equitable right which the Lender may have by reason of the occurrence
of any Event of Default hereunder or under any other Loan Document, provided,
however, upon the occurrence of an Event of Default referred to in 6.1.9, the
Commitment shall be immediately terminated, the Note, all interest thereon and
all other amounts payable under this Agreement shall be immediately due and
payable without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower and the
Guarantors.  Any amounts collected pursuant to action taken under this
6.2 shall be applied to the payment of any costs incurred by the Lender in
taking such action, including but without limitation reasonable attorneys fees
and expenses, to payment of the accrued interest on the Note, and to payment of
the unpaid principal of the Note, in such order as is determined by the
Lender.

       

      6.3           Remedies
Cumulative.  No remedy conferred upon or reserved to the Lender
hereunder or in any other Loan Document is intended to be exclusive of any other
available remedy, but each and every such remedy shall be cumulative and in
addition to every other remedy given under this Agreement or any other Loan
Document or now or hereafter existing at law or in equity.  No delay
or omission to exercise any right or power accruing upon any Event of Default
shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to time and as
often as may be deemed expedient.  In order to entitle the Lender to
exercise any remedy reserved to it in this Article VI, it shall not be necessary
to give any notice, other than such notice as may be herein expressly required
in this Agreement or in any other Loan Document.

       

      ARTICLE
VII

      


      MISCELLANEOUS

      


      7.1           Amendments,
Etc.  No amendment, modification, termination or waiver of any
provision of any Loan Document to which the Borrower or any Guarantor is a
party, nor consent to any departure by the Borrower or any Guarantor from any
provision of any Loan Document to which it is a party, shall in any event be
effective unless the same shall be in writing and signed by each Lender, the
Borrower and any Guarantor that may be a party, and then such amendment, waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given.

       

      7.2           Notices,
Etc.  All notices and other communications provided for in this
Agreement shall be in writing (including telegraphic communication) and mailed,
sent by nationally recognized overnight mail delivery service, or delivered, if
to the Borrower or any Guarantor, at the address of the Borrower set forth at
the beginning of this Agreement to the attention of David Kalish (with a
courtesy copy to Mark Lundy, Esq.) and if to each Lender, at the address of each
Lender as set forth on Schedule 1 or, as to each party, at such other address as
shall be designated by such party in a written notice to the other parties
complying as to delivery with the terms of this 7.2.  All such notices
and communications shall be effective as to Borrower or any Guarantor (i) three
(3) business days after being mailed by registered or certified mail, postage
prepaid, (ii) upon delivery if by personal messenger or hand delivery service or
(iii) the next business day after depositing with an agent or reputable
overnight carrier service.  All such notices and communications shall
be effective as to the Lender when actually received by the
Lender.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      7.3           No
Waiver, Remedies.  No failure on the part of the Lender to exercise,
and no delay in exercising, any right, power or remedy under any Loan Document,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right under any Loan Document preclude any other or further exercise thereof
or the exercise of any other right.  The remedies provided in the Loan
Documents are cumulative and not exclusive of any remedies provided by
law.

       

      7.4           Costs,
Expenses and Taxes.  The Borrower agrees to pay on demand all
reasonable costs and expenses of the Lender in connection with the preparation,
execution, delivery and administration of this Agreement, the Note and any other
Loan Documents, including without limitation, the reasonable fees and expenses
of counsel for the Lender with respect thereto and with respect to advising the
Lender as to its rights and responsibilities under this Agreement and the other
Loan Documents, and all costs and expenses, if any (including reasonable counsel
fees and expenses), in connection with the enforcement of this Agreement, the
Note and any other Loan Documents.  Other than for the default of the
Lender hereunder, the Borrower and the Guarantors shall at all times protect,
indemnify, defend and save harmless the Lender from and against any and all
claims, actions, suits and other legal proceedings, and liabilities,
obligations, losses, damages, penalties, judgments, costs, expenses or
disbursements which the Lender may, at any time, sustain or incur by reason of
or in consequence of or arising out of the execution and delivery of this
Agreement and the other Loan Documents and the consummation of the transactions
contemplated hereby.  The Borrower and the Guarantors acknowledge that
it is the intention of the parties hereto that this Agreement shall be construed
and applied to protect and indemnify the Lender against any and all risks
involved in the execution and delivery of this Agreement and the other Loan
Documents and the consummation of the transactions contemplated hereby, all of
which risks are hereby assumed by the Borrower and the Guarantors, including,
without limitation, any and all risks of the acts or omissions, whether rightful
or wrongful, of any present or future de jure or de facto government or
governmental authority, provided that the Borrower and the Guarantors shall not
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Lender’s gross negligence or willful misconduct.  The
provisions of this 7.4 shall survive the payment of the Note and the termination
of this Agreement.

       

      7.5           Right
of Set-off.  Upon the occurrence and during the continuance of any
Event of Default, each Lender is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by the Lender or any affiliate,
parent or subsidiary of the Lender to or for the credit or the account of the
Borrower or any Guarantor against any and all of the obligations of the Borrower
and the Guarantors now or hereafter existing under this Agreement, the Note and
the other Loan Documents, irrespective of whether or not the Lender shall have
made any demand under this Agreement, the Note or such other Loan Documents and
although such obligations may be unmatured.  The rights of the Lender
under this 7.5 are in addition to all other rights and remedies (including,
without limitation, other rights of set-off) which the Lender may
have.  For avoidance of doubt, the Borrower has granted VNB and its
parent, Valley National Bank, a right of set-off and security interest in any
accounts of Borrower held at Valley National Bank, all which rights are subject
to the terms of this Agreement and any other Loan Documents, including but not
limited to the Intercreditor and Payment Sharing Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      7.6           Binding
Effect.  This Agreement shall become effective when it shall have been
executed by the Borrower, the Guarantors and each Lender and thereafter it shall
be binding upon and inure to the benefit of the Borrower, the Guarantors and
each Lender and their respective successors and assigns, except that the
Borrower and the Guarantors shall not have any right to assign its or their
rights hereunder or any interest herein without the prior written consent of
each Lender.

       

      7.7           Further
Assurances.  The Borrower and each Guarantor agrees at any time and
from time to time at its expense, upon request of each Lender or its counsel, to
promptly execute, deliver, or obtain or cause to be executed, delivered or
obtained any and all further instruments and documents and to take or cause to
be taken all such other action the each Lender may reasonably deem appropriate
in obtaining the full benefits of, this Agreement or any other Loan
Document.

       

      7.8           Section
Headings, Severability, Entire Agreement.  Section and subsection
headings have been inserted herein for convenience only and shall not be
construed as part of this Agreement.  Every provision of this
Agreement and each other Loan Document is intended to be severable; if any term
or provision of this Agreement, any other Loan Document, or any other document
delivered in connection herewith shall be invalid, illegal or unenforceable for
any reason whatsoever, the validity, legality and enforceability of the
remaining provisions hereof or thereof shall not in any way be affected or
impaired thereby.  All exhibits and schedules annexed to this
Agreement shall be deemed to be part of this Agreement.  This
Agreement, the other Loan Documents and the exhibits and schedules annexed
hereto and thereto embody the entire agreement and understanding among the
Borrower, the Guarantors and the Lender with respect to the transactions
contemplated hereby and supersede all prior agreements and understandings
relating to the subject matter hereof.

       

      7.9           Governing
Law.  This Agreement, the Notes and all other Loan Documents shall be
governed by, and construed in accordance with, the laws of the State of New
York.

       

      7.10           Waiver
of Jury Trial.  The Borrower, each Guarantor and the Lender waive all
rights to trial by jury in any action or proceeding involving, directly or
indirectly any matter (whether sounding in tort, contract or otherwise) in any
way, arising out of, relating to, or connected with this Agreement, any other
Loan Document or the transactions contemplated hereby.

       

      7.11           Execution
in Counterparts.  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      


      [Signature
page to follow.]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above
written.

      


      
        
          
            
              	
                      Borrower:

                    	
                      ONE
      LIBERTY PROPERTIES, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	
                        

                    
	 
      	 
      	
                      Mark
      H. Lundy, Senior Vice President

                    
	 
      	 
      
	 
      	
                      OLP
      BATAVIA, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	
                        

                    
	 
      	 
      	
                      Mark
      H. Lundy, Senior Vice President

                    
	 
      	 
      
	 
      	
                      OLP
      COLUMBUS, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	
                        

                    
	 
      	 
      	
                      Mark
      H. Lundy, Senior Vice President

                    
	 
      	 
      
	 
      	
                      OLP
      NEWARK LLC

                    
	 
      	
                      By: One Liberty Properties, Inc., its sole
      member

                    
	 
      	 
      
	 
      	
                      By:

                    	
                        

                    
	 
      	 
      	
                      Mark
      H. Lundy, Senior Vice President

                    
	 
      	 
      
	 
      	
                      OLP-OD
      LLC

                    
	 
      	
                      By:
      One Liberty Properties, Inc., its sole member

                    
	 
      	 
      
	 
      	
                      By:

                    	
                        

                    
	 
      	 
      	
                      Mark
      H. Lundy, Senior Vice President

                    
	 
      	 
      
	 
      	
                      OLP
      EUGENE LLC

                    
	 
      	
                      By:
      OLP-OD LLC, its sole member

                    
	 
      	
                      By:
      One Liberty Properties, Inc., its sole
member

                    


            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice President

                
	 
      
	
                  OLP
      TEXAS, INC.

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice President

                
	 
      
	
                  OLP
      PALM BEACH, INC.

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice President

                
	 
      
	
                  OLP
      SUNLAND PARK DRIVE LLC

                
	
                  By:
      OLP-OD LLC, its sole member

                
	
                  By:
      One Liberty Properties, Inc., its sole member

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice President

                
	 
      
	
                  OLP
      VETERANS HIGHWAY LLC

                
	
                  By:
      One Liberty Properties, Inc., its sole member

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice President

                
	 
      
	
                  OLP
      NAPLES LLC

                
	
                  By:
      One Liberty Properties, Inc., its sole member

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice
President

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                  OLP
      PALO ALTO LLC

                
	
                  By:
      OLP-OD LLC, its sole member

                
	
                  By:
      One Liberty Properties, Inc., its sole member

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice President

                
	 
      
	
                  OLP
      MIAMI SPRINGS LLC

                
	
                  By:
      OLP-OD LLC, its sole member

                
	
                  By:
      One Liberty Properties, Inc., its sole member

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice President

                
	 
      
	
                  OLP
      PENSACOLA LLC

                
	
                  By:
      OLP-OD LLC, its sole member

                
	
                  By:
      One Liberty Properties, Inc., its sole member

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice President

                
	 
      
	
                  OLP
      KENNESAW LLC

                
	
                  By:
      OLP-OD LLC, its sole member

                
	
                  By:
      One Liberty Properties, Inc., its sole member

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice President

                
	 
      
	
                  OLP
      CHICAGO LLC

                
	
                  By:
      OLP-OD LLC, its sole member

                
	
                  By:
      One Liberty Properties, Inc., its sole member

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice
President

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                  OLP
      CARY LLC

                
	
                  By:
      OLP-OD LLC, its sole member

                
	
                  By:
      One Liberty Properties, Inc., its sole member

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice President

                
	 
      
	
                  OLP
      ONALASKA LLC

                
	
                  By:
      One Liberty Properties, Inc., its sole member

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Mark
      H. Lundy, Senior Vice
President

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                  VNB
      NEW YORK CORP.

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:  Andrew
      Baron

                
	 
      	
                  Title:    First
      Vice President

                
	 
      
	
                  BANK
      LEUMI USA

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:  Cynthia
      C. Wilbur

                
	 
      	
                  Title:    Vice
      President

                
	 
      
	
                  ISRAEL
      DISCOUNT BANK OF NEW YORK

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:  Marc
      Cooper

                
	 
      	
                  Title:    First
      Vice President

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 
      
	
                  MANUFACTURERS
      AND TRADERS

                
	
                  TRUST
      COMPANY

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:  John
      Chiti

                
	 
      	
                  Title:    Vice
      President

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
1

       

      LENDERS

       

      
        
          
            
              
                	
                        NAME AND ADDRESS

                      	 	
                        COMMITMENT

                      	 	 	
                        COMMITMENT

                        PERCENTAGE (expressed

                        as a fraction)

                      	 
	
                        VNB
      NEW YORK CORP.

                        275
      Madison Avenue

                        New
      York, New York 10016

                        Att:
      Andrew S. Baron, First V. P.

                      	 	$	14,400,000.00	 	 	
                        9/25

                      	 
	
                        BANK
      LEUMI USA

                        562
      Fifth Avenue

                        New
      York, New York 10036

                        Att:
      Cynthia Wilbur, Vice President

                      	 	$	6,400,000.00	 	 	
                        4/25

                      	 
	
                        ISRAEL
      DISCOUNT BANK OF NEW YORK

                        511
      Fifth Avenue

                        New
      York, New York 10017

                        Att:
      Marc Cooper, First V.P.

                      	 	$	6,400,000.00	 	 	
                        4/25

                      	 
	
                        MANUFACTURERS
      AND TRADERS TRUST COMPANY

                        350
      Park Avenue

                        New
      York, NY  10022

                        Attention:  John
      Chiti, Vice President

                      	 	$	12,800,000.00	 	 	
                        8/25

                      	 


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
1.01

      GUARANTORS

      


      
        
          	
                  NAME

                	 
      	
                  JURISDICTION

                	 
      	
                  TYPE OF ENTITY

                
	
                  OLP
      PALM BEACH, INC.

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	
                  Florida

                	 
      	
                  Corporation

                
	
                  OLP
      TEXAS, INC.

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	
                  Texas

                	 
      	
                  Corporation

                
	
                  OLP
      VETERANS HIGHWAY LLC

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	
                  New
      York

                	 
      	
                  Limited
      Liability Company

                
	
                  OLP
      BATAVIA, INC.

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	
                  New
      York

                	 
      	
                  Corporation

                
	
                  OLP
      COLUMBUS, INC.

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	
                  Ohio

                	 
      	
                  Corporation

                
	
                  OLP
      NEWARK LLC

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	
                  Delaware

                	 
      	
                  Limited
      Liability Company

                
	
                  OLP
      ONALASKA LLC

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	 
      	 
      	
                  Limited
      Liability Company

                
	
                  OLP
      NAPLES LLC

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	 
      	 
      	
                  Limited
      Liability Company

                
	
                  OLP-OD
      LLC

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	 
      	 
      	
                  Limited
      Liability Company

                
	
                  OLP
      SUNLAND PARK DRIVE LLC

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	 
      	 
      	
                  Limited
      Liability Company

                
	
                  OLP
      CARY LLC

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	 
      	 
      	
                  Limited
      Liability Company

                
	
                  OLP
      CHICAGO LLC

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	 
      	 
      	
                  Limited
      Liability Company

                
	
                  OLP
      EUGENE LLC

                  60
      Cutter Mill Road, Suite 303

                  Great
      Neck, New York 11021

                	 
      	 
      	 
      	
                  Limited
      Liability Company

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        NAME

                      	 
      	
                        JURISDICTION

                      	 
      	
                        TYPE
      OF ENTITY

                      
	
                        OLP
      KENNESAW LLC

                        60
      Cutter Mill Road, Suite 303

                        Great
      Neck, New York 11021

                      	 
      	 
      	 
      	
                        Limited
      Liability Company

                      
	
                        OLP
      MIAMI SPRINGS LLC

                        60
      Cutter Mill Road, Suite 303

                        Great
      Neck, New York 11021

                      	 
      	 
      	 
      	
                        Limited
      Liability Company

                      
	
                        OLP
      PALO ALTO LLC

                        60
      Cutter Mill Road, Suite 303

                        Great
      Neck, New York 11021

                      	 
      	 
      	 
      	
                        Limited
      Liability Company

                      
	
                        OLP
      PENSACOLA LLC

                        60
      Cutter Mill Road, Suite 303

                        Great
      Neck, New York 11021

                      	
                          

                      	 
      	
                          

                      	
                        Limited
      Liability
Company

                      


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
2.09

       

      REQUIRED
BALANCES

       

      (Demand
Deposit Amounts)

       

      
        
          
            	
                    VNB
      NEW YORK CORP./VALLEY NATIONAL BANK

                  	 	$	450,000.00	 
	
                    BANK
      LEUMI USA

                  	 	$	200,000.00	 
	
                    ISRAEL
      DISCOUNT BANK OF NEW YORK

                  	 	$	200,000.00	 
	
                    MANUFACTURERS
      AND TRADERS TRUST COMPANY

                  	 	$	400,000.00	 


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
3.1.23

       

      COMMITMENT
FEES

       

      
        
          
            	
                    VNB
      NEW YORK CORP.

                  	 	$	144,000.00	 
	
                    BANK
      LEUMI USA

                  	 	$	64,000.00	 
	
                    ISRAEL
      DISCOUNT BANK OF NEW YORK

                  	 	$	64,000.00	 
	
                    MANUFACTURERS
      AND TRADERS TRUST COMPANY

                  	 	$	128,000.00	 


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
4.01(a)

       

      Subsidiaries

       

      
        
          
            	
                    Name

                  
	 
	
                    OLP
      BATAVIA, INC.

                  
	
                    OLP
      TEXAS, INC.

                  
	
                    OLP
      PALM BEACH, INC.

                  
	
                    OLP
      COLUMBUS, INC.

                  
	
                    OLP
      NEWARK LLC

                  
	
                    OLP
      ONALASKA LLC

                  
	
                    OLP
      VETERANS HIGHWAY LLC

                  
	
                    OLP
      NAPLES LLC

                  
	
                    OLP-OD
      LLC

                  
	
                    OLP
      SUNLAND PARK DRIVE LLC

                  
	
                    OLP
      CARY LLC

                  
	
                    OLP
      CHICAGO LLC

                  
	
                    OLP
      EUGENE LLC

                  
	
                    OLP
      KENNESAW LLC

                  
	
                    OLP
      MIAMI SPRINGS LLC

                  
	
                    OLP
      PALO ALTO LLC

                  
	
                    OLP
      PENSACOLA LLC

                  
	
                    OLP
      – TSA GEORGIA, INC.

                  
	
                    OLP
      GREENWOOD VILLAGE, COLORADO, INC.

                  
	
                    OLP
      FT. MYERS, INC.

                  
	
                    OLP
      RABRO DRIVE CORP.

                  
	
                    OLP
      SOUTH HIGHWAY HOUSTON, INC.

                  
	
                    OLP
      SELDEN, INC.

                  
	
                    OLP
      NEW HYDE PARK, INC.

                  
	
                    OLP
      CHAMPAIGN, INC.

                  
	
                    OLP
      EL PASO, INC.

                  
	
                    OLP
      EL PASO I, L.P.

                  
	
                    OLP
      EL PASO I LLC

                  
	
                    OLP
      PLANO, INC.

                  
	
                    OLP
      PLANO I L.P.

                  
	
                    OLP
      PLANO LLC

                  
	
                    OLP
      GRAND RAPIDS INC.

                  
	
                    OLP
      RONKONKOMA LLC

                  
	
                    OLP
      HAUPPAUGE, LLC

                  
	
                    OLP
      LAKE CHARLES LLC

                  
	
                    OLP
      TUCKER LLC

                  
	
                    OLP
      SOMERVILLE LLC

                  
	
                    OLP
      MARCUS DRIVE LLC

                  
	
                    OLP
      LOS ANGELES, INC.

                  
	
                    OLP
      KNOXVILLE LLC

                  
	
                    OLP
      ATHENS LLC

                  
	
                    OLP
      TEXAS LLC

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                OLP
      GP INC.

              
	
                OLP
      TEXAS I, LP

              
	
                OLP
      GREENSBORO LLC

              
	
                OLP
      TOMLINSON LLC

              
	
                OLP
      PARSIPPANY LLC

              
	
                OLP
      HAVERTPORTFOLIO L.P.

              
	
                OLP
      HAVERTY’S LLC

              
	
                OLP
      HAVERTPORTFOLOIO GP LLC

              
	
                OLP
      MAINE LLC

              
	
                OLP
      LA-MS LLC

              
	
                OLP
      BALTIMORE LLC

              
	
                OLP
      6609 GRAND LLC

              
	
                OLP
      HYANNIS LLC

              
	
                OLP
      MARSTON MASS LLC

              
	
                OLP
      EVERETT LLC

              
	
                GURNEE
      REAL ESTATE OWNERS LLC

              
	
                OLP
      LAKEVIEW, LP

              
	
                OLP
      ROYERSFORD LLC

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
4.01(f)

      


      MATERIAL
EVENTS

      


      None.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
4.01(r)

      


      LIEN
PRIORITY

      


      None.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE 4.01
(s)

      


      Credit
Agreements, etc.

      


      See
attached.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
5.02(a)

      


      Liens

      


      None.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
5.02(b)

      


      Debt

      


      See
attached.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
5.02(i)

      


      Guaranties

      


      None.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      REVOLVING
CREDIT NOTE

       

      
        
          	
                  $__________________

                	
                  New
      York, New York

                
	 
      	
                  _____________,
      2010

                


        

      

       

      FOR VALUE
RECEIVED, on the Maturity Date, ONE LIBERTY PROPERTIES, INC., a Maryland
corporation, having its principal place of business at 60 Cutter Mill Road,
Great Neck, New York 11021 (the “Borrower”), promises to pay to the order of
[Lender](the “Lender”) at its office located at
_____________________________________________, the principal sum of the lesser
of:  (a) _____________________________($_____________) Dollars; or (b)
the aggregate unpaid principal amount of all Revolving Credit Loans made by the
Lender to the Borrower pursuant to the Agreement (as defined
below).

      


      The
Borrower hereby authorizes the Lender to enter from time to time the amount of
each Loan to the Borrower and the amount of each payment on a Loan on the
schedule annexed hereto and made a part hereof.  Failure of the Lender
to record such information on such schedule shall not in any way affect the
obligation of the Borrower to pay any amount due under this Note.

      


      The
Borrower shall pay interest on the unpaid balance of this Note from time to time
outstanding at said office, at the rate of interest and at the times set forth
in the Agreement.

      


      All
payments including prepayments on this Note shall be made in lawful money of the
United States of America in immediately available funds.  Except as
otherwise provided in the Agreement, if a payment becomes due and payable on a
day other than a Business Day, the due date thereof shall be extended to the
next succeeding Business Day, and interest shall be payable thereon at the rate
herein specified during such extension.

      


      This Note
is the Revolving Credit Note referred to in that certain Second Amended and
Restated Loan Agreement among the Borrower, certain Guarantors and Lender and
others of even date herewith (the “Agreement”), as such Agreement may be amended
from time to time, and is subject to prepayment and its maturity is subject to
acceleration upon the terms contained in said Agreement.  All
capitalized terms used in this Note and not defined herein shall have the
meanings given them in the Agreement.

      


      If any
action or proceeding be commenced to collect this Note or enforce any of its
provisions, the Borrower further agrees to pay all costs and expenses of such
action or proceeding and reasonable attorneys’ fees and expenses and further
expressly waives any and every right to interpose any counterclaim in any such
action or proceeding.  The Borrower hereby submits to the jurisdiction
of the Supreme Court of the State of New York and agrees with the Lender that
personal jurisdiction over the Borrower shall rest with the Supreme Court of the
State of New York for purposes of any action on or related to this Note, the
liabilities hereunder, or the enforcement of either or all of the same. The
Borrower hereby waives personal service by manual delivery and agrees that
service of process may be made by post-paid certified mail directed to the
Borrower at the Borrower’s address designated in the Agreement or at such other
address as may be designated in writing by the Borrower to the Lender in
accordance with 7.2 of the Agreement, and that upon mailing of such process such
service be effective with the same effect as though personally
served.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      THE
BORROWER HEREBY EXPRESSLY WAIVES ANY AND EVERY RIGHT TO A TRIAL BY JURY IN ANY
ACTION ON OR RELATED TO THIS NOTE, THE LIABILITIES HEREUNDER OR THE ENFORCEMENT
OF EITHER OR ALL OF THE SAME.

      


      The
Lender may transfer this Note (subject to 2.16 of the Agreement) and may deliver
the security or any part thereof to the transferee or transferees, who shall
thereupon become vested with all the powers and rights above given to the Lender
in respect thereto, and the Lender shall thereafter be forever relieved and
fully discharged from any liability or responsibility in the matter. The failure
of any holder of this Note to insist upon strict performance of each and/or all
of the terms and conditions hereof shall not be construed or deemed to be a
waiver of any such term or condition.

      


      The
Borrower and all endorsers and guarantors hereof waive presentment and demand
for payment, notice of non-payment, protest, and notice of protest.

      


      This Note
shall be construed in accordance with and governed by the laws of the State of
New York.

      


      
        
          
            	
                    ONE
      LIBERTY PROPERTIES, INC.

                  
	 
      
	
                    By:

                  	
                      

                  
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE OF REVOLVING CREDIT
LOANS

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Date

                                      	 	
                                        Amount of Loan

                                      	 	 	
                                        Amount
      of

                                        Principal

                                        Paid or Prepaid

                                      	 	 	
                                        Unpaid Balance

                                      	 	 	
                                        Name
      of Principal

                                        Person Making Notation

                                      	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      FORM
OF BORROWING NOTICE

      


      Date:____________________

      


      VNB New
York Corp.

      275
Madison Avenue

      New York,
New York 10036

      Attention:  Andrew
S. Baron, First Vice President

      


      Bank
Leumi USA

      562 Fifth
Avenue

      New York,
New York 10036

      Attention:  Cynthia
Wilbur, Vice President

      


      Israel
Discount Bank of New York

      511 Fifth
Avenue

      New York,
New York 10036

      Attention:  Marc
G. Cooper, First Vice President

      


      Manufacturers
and Traders Trust Company

      350 Park
Avenue

      New York,
NY  10022

      Attention:  John
Chiti, Vice President

      


      We hereby refer you to the Second
Amended and Restated Loan Agreement dated as of ________________, 2010 made
between One Liberty Properties, Inc. and certain other Guarantors and VNB New
York Corp., Bank Leumi USA, Israel Discount Bank of New York and Manufacturers
and Traders Trust Company (the “Loan Agreement”).

      


      We wish to borrow the following amount
from each Lender pursuant to the Loan Agreement, in accordance with each
Lender’s Commitment Percentage:

      


      
        
          
            
              	
                      VNB
      New York Corp.

                    	 
      	
                      $__________________

                    
	 	 	 
	
                      Bank
      Leumi USA

                    	 
      	
                      $__________________

                    
	 	 	 
	
                      Israel
      Discount Bank of New York

                    	 
      	
                      $__________________

                    
	 	 	 
	
                      Manufacturers
      and Traders Trust Company

                    	
                        

                    	
                       

                      $__________________

                    


            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      We have provided to Lender at least
forty-eight (48) hours prior to the date hereof, the Real Estate Acquisition
Information.

      


      
        	
                 
      

              	
                A.

              	
                Funding

              


      

      


      Borrow
$__________ at the 90 day LIBOR Rate.

       

      
        	
                 
      

              	
                B.

              	
                Purpose
      of Loan

              


      

       

      
        	
                 
      

              	
                C.

              	
                Expected
      means of repayment

              


      

       

      Unless
otherwise defined, terms used herein have the meanings provided in the Loan
Agreement.

       

      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  ONE
      LIBERTY PROPERTIES, INC.

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
C

      


      FORM
OF LIMITED GUARANTY

      


      (see
attached)


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
D

      


      PORTFOLIO OF REAL ESTATE
INVESTMENTS

      


      See
attached.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
E

      


      FORM OF COMPUTATION OF
COVENANT COMPLIANCE

      


      See
attached.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FORM OF SECTION 3.1.16
CERTIFICATE

       

      [DATE]

      


      Reference
is made to the Second Amended and Restated Loan Agreement, dated as of ________,
2010, by and among One Liberty Properties, Inc., a Maryland corporation (the
“Borrower”), certain other guarantors as defined therein (“Guarantors”) and VNB
New York Corp., Bank Leumi USA, Israel Discount Bank of New York and
Manufacturers and Traders Trust Company (collectively, the “Lender”) (as the
same may be amended, modified or supplemented from time to time, the “Loan
Agreement”).  Capitalized terms used herein which are defined in the
Loan Agreement shall have the meanings therein defined.  This
Certificate is delivered pursuant to Section 3.01(m) of the Loan
Agreement.

       

      The
undersigned, being the duly elected, qualified and acting chief financial
officer of the Borrower, on behalf of the Borrower, and solely in his or her
capacity as an officer of the Borrower, hereby certifies and warrants
that:

       

      1.           ___________
is the [President] [Vice President] [Chief Financial Officer] of the Borrower
and that, as such, he or she is authorized to execute this certificate on behalf
of the Borrower.

       

      2.           The
representations and warranties contained in Article IV of the Loan Agreement and
in the Loan Documents are true and correct in all material respects on and as of
the date hereof.

       

      3.           No
Default or Event of Default has occurred and is continuing or would result from
the making of the initial Revolving Credit Loan.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          	
                  BORROWER:

                	
                  ONE
      LIBERTY PROPERTIES, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                    

                
	 
      	
                  Name:

                	
                    

                
	 
      	
                  Title:

                	 
      


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
F

       

      Form
of Borrowing Base Certificate

       

      (see
attached)


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
G

       

      FORM
OF COLLATERAL MORTAGE

       

      (See
attached)