**Exhibit10.26**

 

**DEMANDPROMISSORY NOTE**

 

| $102,375.00 |   |   | New York, NY  |
|-------------|--------|--------|---------------|
|        |   |   | June 29, 1994 |

 

FOR VALUE RECEIVED, STEVEN F. SIEGEL, an individual having an addressat 80 PLYMOUTH ROAD, PLAINVIEW, NY 11803 (“Maker”), does hereby promise andcovenant to pay to the order of NEW PLAN REALTY TRUST, a Massachusetts businesstrust (“NPRT”), at its office located at 1120 Avenue of the Americas, New York,NY 10036, ON DEMAND, the principal sum of ONE HUNDRED TWO THOUSAND THREEHUNDRED SEVENTY FIVE ($102,375.00) DOLLARS (the “Principal Sum”), together withinterest at the rate of five (5%) percent per annum on the unpaid balance ofthe Principal Sum from (and including) the date hereof until (but notincluding) the date the Principal Sum is paid in full.

 

Interest on the unpaid balance of the Principal Sum shall be due andpayable in arrears on the first business day of each October, January, Apriland July, commencing on October 3, 1994, and continuing thereafter until (butnot including) the date the Principal Sum is paid in full.  Interest on the unpaid balance of thePrincipal Sum shall be computed on the basis of a three hundred sixty-five(365) day year (for the actual numberof days elapsed).

 

Notwithstanding the foregoing, on the death of the Maker or on theMaker’s termination of employment with New Plan Realty Trust, the entireprincipal sum with accrued interest shall be due and payable on the thirtiethday following the date of the Maker’s death or last day of Maker’s employmentwith New Plan Realty Trust.

 

Upon default in the payment of any installment of interest when due,and if said default shall remain uncured for a period of fifteen (15) daysafter written notice of such default to Maker, then the entire unpaid PrincipalSum remaining at the time unmatured, together with accrued and unpaid interestthereon, shall, at the election of NPRT, become immediately due and payable.

 

During any period this Note is in default, at the election of NPRT, theunpaid balance of the Principal Sum shall bear interest at a rate which isequal to two (2%) percent per annum greater than the interest rate otherwisecharged hereunder.

 

Notwithstanding anything in this Note to the contrary, nothing hereincontained nor any transaction related hereto shall be construed, or shalloperate either presently or prospectively, to (a) require Maker to pay, or NPRTto accept, interest at a rate greater than that which is lawful in such case tocontract for, but shall require payment of interest only to the extent of suchlawful rate, or (b) require Maker to make anypayment or do any act contrary to law. Should NPRT receive any payment whichis or would be in excess of that permitted to be charged under 

 

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applicable law, the amount of such excess shall have been, and shall bedeemed to have been, made in error and shall, at the option of NPRT be returnedto Maker or applied to the Principal Sum.

 

This Note may be prepaid in whole or in part at any time withoutpremium or penalty, provided that any such prepayment shall be accompanied bythe payment of unpaid accrued interest on the amount of such prepayment, and provided that any such prepayment shall notpostpone the due date of any subsequent installment of principal or interest orchange the amount of any such installment.

 

Maker hereby waives presentment and demand for payment, notice ofdishonor, protest and notice of protest of this Note, and agrees to pay allcosts of collection when incurred including, without limitation, reasonableattorneys’ fees and disbursements.  Noextension of time for payment of this Note, or any installment hereof, and noalteration, amendment or waiver of any provision of this Note shall release,discharge, modify, change or otherwise affect the liability of Maker under thisNote.  The obligations of Maker underthis Note are absolute, and Maker waives any and all rights to offset, deductor withhold any payments or charges due hereunder for any reasonwhatsoever.  Maker hereby waives a trialby jury of any and all issues arising in any action or proceeding connectedwith Note.

 

Acceptance by NPRT of any payment in an amount less than the amountthen due shall be deemed an acceptance on account only, and the failure to paythe entire amount then due shall be and continue to be an event of default.

 

The remedies of NPRT as provided herein shall be cumulative andconcurrent and may be pursued independently, successively or together, at thesole discretion of NPRT, and may be exercised as often as occasion thereforshall occur, and the failure toexercise any such right or remedy shall not be construed as a waiver or releasethereof.

 

No delay or omission on the part of NPRT in the exercising of any righthereunder shall operate as a waiver of such rights, or of any right under this Note, unless such waiver is in writingand signed by NPRT; and then only tothe extent specifically set forth in the writing.  A waiver on any one occasion shall no be construed as continuing,or as a bar to, or waiver of, any such right on any future occasion.

 

This Note may not be changed or terminated orally, but only by an agreement in writing signed by the partyagainst whom enforcement of such change or termination is sought.

 

Neither Maker nor NPRT shall assign or otherwise transfer this Note (inwhole or in part), or delegate any or all of its respective obligationshereunder, without the prior written consent of the other party, which consentmay be withheld by such party for any reason or for no reason.

 

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This Note shall be binding upon and inure to the benefit of and beenforceable by the respective successors, permitted assignees, heirs,administrators, estates and personal representatives of the partieshereto.  All references to NPRT shallinclude its sucessors and permitted assigns and all references to Maker shallinclude his heirs, administrators, estates and personal representatives.

 

If any term or provision of this Note or the application thereof to anyperson or circumstance shall, to any extent, be invalid or unenforceable, theremainder of this Note, or the application of such term or provision to personsor circumstances other than those as to which it is held invalid orunenforceable, shall not be affected thereby, and each term and provision ofthis Note shall be valid and be enforced to the fullest extent permitted bylaw.

 

This Note shall be governed by, and construed and enforced inaccordance with, the internal laws in effect in the State of New York.

 

This Agreement and all documents, agreements, understandings andarrangements relating to this transaction have been negotiated, executed anddelivered on behalf of New Plan Realty Trust by the Trustees or officersthereof in their representative capacity under the Declaration of Trust of NewPlan Realty Trust dated as of July 31, 1972 as amended, and not individually,and bind only the Trust Estate of New Plan Realty Trust, and no Trustee,officer, employee, agent or shareholder of New Plan Realty Trust shall be boundor held to any personal liability in connection with the obligations of NewPlan Realty Trust thereunder, and any person or entity dealing with New PlanRealty Trust in connection therewith shall look solely to the Trust Estate forthe payment of any claim or for the performance of any obligationhereunder.  The foregoing shall alsoapply to any future documents, agreements, understandings, and arrangementswhich may relate to this transaction.

 

IN WITNESS WHEREOF, the undersigned,intending to be legally bound hereby,has fully executed this Note as of this 29th day of June, 1994.

 
|   | /s/  STEVEN F. SIEGEL |   |
|--------|-----------------------|--------|
|   | STEVEN F. SIEGEL      |

 

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