LOAN AGREEMENT



                            Dated as of June 30, 2007




                                      among




                                 GTJ REIT, INC.,
                            GREEN ACQUISITION, INC.,
                           TRIBORO ACQUISITION, INC.,
                           JAMAICA ACQUISITION, INC.,
                            165-25 147TH AVENUE, LLC,
                      49-19 ROCKAWAY BEACH BOULEVARD, LLC,
                           85-01 24TH AVENUE, LLC, and
                        114-15 GUY BREWER BOULEVARD, LLC,
                                  as Borrowers

                                       and


                   ING USA ANNUITY AND LIFE INSURANCE COMPANY,
                     ING LIFE INSURANCE AND ANNUITY COMPANY,
                      RELIASTAR LIFE INSURANCE COMPANY, and
                   SECURITY LIFE OF DENVER INSURANCE COMPANY,
                               as Initial Lenders







<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                                                                Page
<S>      <C>                                                                                                    <C>

1.       DEFINITIONS; CONSTRUCTION...............................................................................1

         1.1      Definitions....................................................................................1

         1.2      Accounting Terms..............................................................................21

         1.3      Construction..................................................................................21

2.       COMMITMENTS............................................................................................22

         2.1      Commitments...................................................................................22

         2.2      Deposit; Fees.................................................................................23

3.       LOANS..................................................................................................23

         3.1      Revolving Loans...............................................................................23

         3.2      Mortgage Loans................................................................................24

         3.3      Initial Term Loans............................................................................24

         3.4      Additional Term Loans.........................................................................24

         3.5      Joint and Several Obligations.................................................................25

         3.6      Maximum Liability of Each Subsidiary Borrower.................................................25

4.       PAYMENTS...............................................................................................27

         4.1      Interest Payments.............................................................................27

         4.2      Payment of Principal at Maturity..............................................................27

         4.3      Application of Proceeds of Casualty or Condemnation...........................................28

         4.4      Mandatory Offer to Prepay Upon Change of Control..............................................29

         4.5      Optional Prepayment...........................................................................29

         4.6      Make-Whole Amount.............................................................................30

         4.7      Method of Payment; When Payments Deemed Made; Allocation of Partial Prepayments...............32

         4.8      Payments Due on Non-Business Days.............................................................32

         4.9      Breakage Cost Indemnity.......................................................................32

5.       CONDITIONS PRECEDENT...................................................................................33

         5.1      Conditions Precedent to Effectiveness.........................................................33

         5.2      Conditions Precedent to all Loans.............................................................36

6.       REPRESENTATIONS AND WARRANTIES.........................................................................36


                                      -i-
<PAGE>

         6.1      Borrowers.....................................................................................36

         6.2      Lenders.......................................................................................43

7.       COVENANTS..............................................................................................45

         7.1      Debt Service Coverage.........................................................................45

         7.2      Unsecured Debt Service Coverage...............................................................45

         7.3      Leverage......................................................................................45

         7.4      Unencumbered Assets...........................................................................45

         7.5      Avis Property.................................................................................45

         7.6      Ownership and Pledges of Interests............................................................45

         7.7      Ownership of NYC Properties...................................................................46

         7.8      NYC Property Operating Subsidiaries...........................................................46

         7.9      LIBOR Cap.....................................................................................47

         7.10     REIT Status...................................................................................47

         7.11     Merger, Consolidation, Etc....................................................................48

         7.12     Liens.........................................................................................48

         7.13     Transactions with Affiliates..................................................................49

         7.14     Line of Business..............................................................................49

         7.15     Plans and Multiemployer Plans.................................................................49

         7.16     Financial and Business Information............................................................50

         7.17     Officer's Certificate.........................................................................51

         7.18     Visitation....................................................................................51

         7.19     Compliance with Law...........................................................................52

         7.20     Insurance.....................................................................................52

         7.21     Maintenance of Properties.....................................................................52

         7.22     Payment of Taxes and Claims...................................................................53

         7.23     Existence, etc................................................................................53

         7.24     Terrorism Sanctions Regulations...............................................................53

         7.25     Books and Records.............................................................................53

         7.26     Disclosure of Separateness of NYC Property Operating Subsidiaries.............................53

         7.27     Fiscal Years..................................................................................54

8.       DEFAULTS; REMEDIES.....................................................................................54

         8.1      Events of Default.............................................................................54

         8.2      Acceleration..................................................................................56

                                      -ii-
<PAGE>

         8.3      Other Remedies................................................................................57

         8.4      No Waivers or Election of Remedies, Expenses, etc.............................................57

9.       MISCELLANEOUS..........................................................................................58

         9.1      Amendment and Waiver..........................................................................58

         9.2      Costs and Expenses............................................................................59

         9.3      Confidential Information......................................................................59

         9.4      Registration; Exchange; Substitution of Notes.................................................60

         9.5      Notices.......................................................................................62

         9.6      Successors and Assigns........................................................................62

         9.7      Severability..................................................................................62

         9.8      Counterparts; Execution and Delivery by Facsimile or E-mail...................................62

         9.9      Waiver of Jury Trial..........................................................................63

         9.10     Governing Law.................................................................................63

         9.11     Authority of Individual Lenders; Sharing Among Lenders........................................63

         9.12     ING-Affiliated Lenders, etc...................................................................63
</TABLE>


Exhibits and Schedules
----------------------

Schedule A........         -       Information Relating to Lenders
Schedule 6.1(d)...         -       Disclosure Documents
Schedule 6.1(e)...         -       Subsidiaries; Affiliates
Schedule 6.1(f)...         -       Financial Statements
Schedule 6.1(i)...         -       Litigation, etc.
Schedule 6.1(j)...         -       Taxes
Schedule 6.1(m)...         -       ERISA
Schedule 6.1(p)...         -       Liens; Debt
Schedule 6.1(t)...         -       Environmental Matters
Schedule 7.13.....         -       Specified Affiliate Transactions
Schedule 9.5(a)...         -       Notice Information for Borrowers

Exhibit 1.1.......         -       Form of Declaration as to Avis Property
Exhibit 5.1(a)(ii)(1)      -       Form of Mortgage Note
Exhibit 5.1(a)(ii)(2)      -       Form of Non-Mortgage Note
Exhibit 5.1(a)(iii)        -       Form of Assignment of Leases and Rents
Exhibit 5.1(a)(iv)         -       Form of Servicing Agreement
Exhibit 5.1(a)(v).         -       Form of NYC Property Mortgage
Exhibit 5.1(a)(vi)(1)      -       Form of Parent Pledge Agreement
Exhibit 5.1(a)(vi)(2)      -       Form of Green Pledge Agreement
Exhibit 5.1(a)(vi)(3)      -       Form of Triboro Pledge Agreement
Exhibit 5.1(a)(vi)(4)      -       Form of Jamaica Pledge Agreement





                                     -iii-
<PAGE>

Exhibit 5.1(a)(vii)(1)     -       Form of NYC Tenant's Estoppel Certificate
Exhibit 5.1(a)(vii)(2)     -       Form of NYC Side Letters
Exhibit 5.1(a)(viii)       -       Form of Initial LIBOR Cap Agreement
Exhibit 5.1(a)(ix)         -       Form of LIBOR Cap Security Agreement
Exhibit 5.1(a)(x).         -       Opinion of Counsel to Borrowers
Exhibit 5.2(b)....         -       Form of Funding Notice
Exhibit 9.4(b)....         -       Form of Lender Assignment and Acceptance














                                      -iv-

<PAGE>


                                 LOAN AGREEMENT


     This Loan Agreement, dated as of June 30, 2007 (this "Agreement"), is among
GTJ REIT, INC., a Maryland corporation (the "Parent"); GREEN ACQUISITION,  INC.,
a  New  York  corporation  (the  "Green   Intermediate   Subsidiary");   TRIBORO
ACQUISITION,   INC.,  a  New  York   corporation   (the  "Triboro   Intermediate
Subsidiary");  JAMAICA  ACQUISITION,  INC., a New York corporation (the "Jamaica
Intermediate  Subsidiary");  165-25  147TH  AVENUE,  LLC,  a  New  York  limited
liability company (the "First Green Operating Subsidiary"); 49-19 ROCKAWAY BEACH
BOULEVARD,  LLC,  a New  York  limited  liability  company  (the  "Second  Green
Operating  Subsidiary");  85-01 24TH AVENUE,  LLC, a New York limited  liability
company (the "Triboro Operating Subsidiary");  114-15 GUY BREWER BOULEVARD, LLC,
a New York limited liability company (the "Jamaica  Operating  Subsidiary") (the
Parent, the Green Intermediate Subsidiary,  the Triboro Intermediate Subsidiary,
the Jamaica Intermediate Subsidiary,  the First Green Operating Subsidiary,  the
Second Green Operating  Subsidiary,  the Triboro Operating  Subsidiary,  and the
Jamaica Operating Subsidiary,  collectively,  the "Borrowers");  ING USA ANNUITY
AND LIFE INSURANCE  COMPANY;  ING LIFE INSURANCE AND ANNUITY COMPANY;  RELIASTAR
LIFE  INSURANCE   COMPANY;   and  SECURITY  LIFE  OF  DENVER  INSURANCE  COMPANY
(collectively,  the "Initial  Lenders" and, together with any other Lenders from
time to time party hereto, the "Lenders").

     The Borrowers  have  requested the Initial  Lenders to provide the multiple
loan  facilities  hereinafter  described  in the  amounts  and on the  terms and
conditions  set forth  herein.  The Initial  Lenders have agreed to provide such
loan facilities on such terms and conditions.

     In  consideration  of the  foregoing  and the mutual  agreements  set forth
below, and for other good and valuable  consideration,  the parties hereby agree
and covenant as follows:

1. DEFINITIONS; CONSTRUCTION.

     1.1 Definitions.

     As used herein (and in the attached Schedules and Exhibits), each following
term  has  the  respective  meaning  indicated  below,  in the  other  agreement
indicated  below or in the  Section  or other part of this  Agreement  indicated
below:

     "Acceptable  LIBOR Cap Agreement" means the Initial LIBOR Cap Agreement and
any  Replacement  LIBOR Cap  Agreement,  provided that (a) the Initial LIBOR Cap
Counterparty  and any  other  counterparty  to the  LIBOR Cap SPE under any such
agreement(s)  shall  at all  times  be a bank  or  other  financial  institution
regularly engaged in the  over-the-counter  derivatives  market with a rating of
its long-term  unsecured  debt of not less than "A" by S&P and not less than "A"
by Moody's,  (b) the notional amount of the LIBOR cap provided  thereunder shall
at all  times be not less than the  maximum  aggregate  principal  amount of the
Revolving Loans committed to by the Lenders under this Agreement (including both
outstanding  and undrawn  amounts)  and (c) any such  agreement(s)  shall have a
LIBOR  strike of not greater  than 8.5% during the Initial  Term and not greater
than 10% during any Extension Term.
<PAGE>

     "Additional Term Loans" is defined in Section 3.4(a).

     "Additional  Term Loan  Interest  Rate" means a fixed rate of interest  per
annum, determined in accordance with Section 3.4(e), equal to the greater of

     (a) the sum of the Applicable Treasury Yield as of the Additional Term Loan
Rate Determination Date plus 1.60%, and

     (b) the sum of the Merrill Lynch Bond Index as of the Additional  Term Loan
Rate Determination Date plus 0.81%.

     "Additional Term Loan Maturity Date" is defined in Section 3.4(c)(iii).

     "Additional  Term Loan  Rate  Determination  Date" is  defined  in  Section
3.4(e).

     "Adjusted  Non-Real  Estate Assets" means, at any time, the amount at which
all non-real estate assets (other than accounts  receivable and goodwill) of the
Consolidated  Group would be shown on a balance sheet of the Consolidated  Group
at such time, determined on a consolidated basis in accordance with GAAP.

     "Administrative Agent" is defined in Section 9.12.

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly  controlling,  controlled  by,  or under  direct or  indirect  common
control with such Person.  A Person shall be deemed to control another entity if
such Person possesses,  directly or indirectly, the power to direct or cause the
direction of the  management  and policies of such entity,  whether  through the
ownership of voting securities, by contract or otherwise.

     "Aggregate Non-Mortgage Commitment Amount" means (a) during the Initial
Term, $71,500,000 (less the aggregate amount of any permanent reductions of the
Aggregate Non-Mortgage Commitment Amount pursuant to Section 4.3), and (b)
during any Extension Term, $69,000,000 (less the aggregate amount of any
permanent reductions of the Aggregate Non-Mortgage Commitment Amount pursuant to
Section 4.3).

     "Agreement" is defined in the introductory paragraph.

     "Anti-Terrorism  Order" means  Executive  Order No. 13,224 of September 24,
2001,  Blocking  Property and Prohibiting  Transactions with Persons Who Commit,
Threaten to Commit or Support  Terrorism,  66 U.S. Fed. Reg.  49,079 (2001),  as
amended.

     "Applicable Interest Rate" means:

     (a) with respect to any Revolving Loan, the Variable Interest Rate;

     (b) with respect to the Mortgage Loans, the rate per annum specified in the
Mortgage Notes;

     (c) with respect to the Initial Term Loans,  the Initial Term Loan Interest
Rate; and

                                       2
<PAGE>

     (d) with respect to any  Additional  Term Loan,  the  Additional  Term Loan
Interest Rate;

provided that,  during the  continuance  of an Event of Default,  the Applicable
Interest Rate with respect to any Loan shall (to the fullest extent permitted by
law) be the Default Rate.

     "Applicable  Treasury Yield" means the yield to maturity implied by (i) the
yields reported as of 3:00 p.m. (New York City time) on the Additional Term Loan
Rate Determination  Date, on the display designated as "Page PX1" (or such other
display as may replace Page PX1) on Bloomberg  Financial Markets or, if Page PX1
(or its  successor  screen on  Bloomberg) is  unavailable,  the Telerate  Access
Service screen that  corresponds most closely to Page PX1, for the most recently
issued actively traded U.S.  Treasury  securities having a maturity equal to the
Additional Term Loan Maturity Date or (ii) if such yields are not reported as of
such  time  or the  yields  reported  as of  such  time  are  not  ascertainable
(including  by way of  interpolation),  the Treasury  Constant  Maturity  Series
Yields reported,  for the latest day for which such yields have been so reported
as of the  Additional  Term Loan Rate  Determination  Date,  in Federal  Reserve
Statistical  Release H.15 (519) (or any comparable  successor  publication)  for
actively traded U.S. Treasury securities having a constant maturity equal to the
Additional  Term Loan Maturity Date.  Such implied yield will be determined,  if
necessary,  by (a) converting  U.S.  Treasury bill quotations to bond equivalent
yields in accordance  with  accepted  financial  practice and (b)  interpolating
linearly  between  (1) the  actively  traded  U.S.  Treasury  security  with the
maturity  closest to and greater than the Additional Term Loan Maturity Date and
(2) the actively traded U.S.  Treasury security with the maturity closest to and
less than the Additional Term Loan Maturity Date. The Applicable  Treasury Yield
shall be  rounded  to two  decimal  places  (with  rounding  upward if the third
decimal place is 5 or higher and rounding downward if the third decimal place is
4 or lower).

     "Application" means the Application, dated October 6, 2006, executed by the
Parent as applicant, with respect to the transactions contemplated hereby.

     "Assignee" is defined in Section 9.4(b).

     "Assignment of Leases and Rents" is defined in Section 5.1(a)(iii).

     "Available  Commitment"  means, for each Lender, the unused portion of such
Lender's Non-Mortgage Commitment (which shall be equal to the excess, if any, of
such Lender's  Non-Mortgage  Commitment  over such Lender's  Non-Mortgage  Loans
outstanding) from time to time.

     "Avis  Property"  means all of the piece(s) or  parcel(s) of real  property
commonly  known  as  23-85  87th  Street,  East  Elmhurst,  New  York  (as  more
particularly  described in a title report dated  February 21, 2007,  and updated
June 7, 2007,  from First  American Title  Insurance  Company of New York to ING
Investment   Management,   LLC)  (the  "Avis  Land"),   together  with  (i)  the
appurtenances  thereto,  including  all  easements,  rights-of-way,  privileges,
licenses and other rights and benefits belonging to, running with, or in any way
relating  to the  Avis  Land  and  (ii)  all  buildings,  structures  and  other
improvements now or hereafter situated upon the Avis Land.

                                       3
<PAGE>

     "Avis Property Debt" means, at any time, the sum, without  duplication,  of
the principal  amount of all Debt (other than Debt in respect of the Loans) that
at such time is (a) secured by any Lien on all or a portion of the Avis Property
or (b)  secured  by any Lien on all or a  portion  of any  Interest  in the Avis
Property Operating Subsidiary.

     "Avis Property  Operating  Subsidiary" means 23-85 87th Street,  LLC, a New
York limited liability company.

     "Base Rate" means,  for any day, a fluctuating  rate per annum equal to (a)
the rate of interest in effect for such day as publicly  announced  from time to
time by JPMorgan Chase Bank,  N.A.  ("Chase") as its "prime rate" plus (b) 1.4%.
Any change in such  prime  rate  announced  by Chase  shall  take  effect at the
opening of  business on the day  specified  in the public  announcement  of such
change.  If Chase ceases to establish  or publish a prime rate,  the  applicable
Base Rate thereafter shall be determined on the basis of the prime rate reported
in The Wall Street  Journal (or the average prime rate if a high and a low prime
rate are therein reported).

     "Borrowers" is defined in the introductory paragraph.

     "Breakage  Cost  Indemnity"  means any amounts that shall be payable by the
Borrowers to any Lender pursuant to Section 4.9.

     "Brooklyn Property" means all of the piece(s) or parcel(s) of real property
commonly known as 612 Wortman Avenue,  Brooklyn,  New York (as more particularly
described in a title report dated  February 16, 2007,  and updated June 7, 2007,
from  First  American  Title  Insurance  Company  of New York to ING  Investment
Management,  LLC) (the  "Brooklyn  Land"),  together with (i) the  appurtenances
thereto, including all easements, rights-of-way,  privileges, licenses and other
rights and benefits  belonging  to,  running with, or in any way relating to the
Brooklyn Land and (ii) all buildings,  structures and other  improvements now or
hereafter situated upon the Brooklyn Land.

     "Bus  Companies"  has  the  meaning  ascribed  to such  term  in the  Proxy
Statement.

     "Business Day" means any day of the year on which banks are not required or
authorized to remain closed in New York City.

     "Called Principal" is defined in Section 4.6.

     "Capital  Lease"  means,  at any time,  a lease  with  respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

     "Cash Equivalents" means, as of any date:

     (a)  securities  issued or directly and fully  guaranteed or insured by the
United  States  government  or any  agency  or  instrumentality  thereof  having
maturities of not more than one year from such date;

                                       4
<PAGE>

     (b) mutual funds organized  under the Investment  Company Act of 1940 rated
AAm or AAm-G by S&P and P-1 by Moody's;

     (c) certificates of deposit or other interest-bearing obligations of a bank
or trust company that is a member in good standing of the Federal Reserve System
having a  short-term  unsecured  debt rating of not less than A-1 by S&P and not
less than P-1 by  Moody's  (or in each case,  if no bank or trust  company is so
rated,  the highest  comparable  rating then given to any bank or trust company,
but in such case only for funds invested overnight or over a weekend);  provided
that such  investments  shall  mature or be  redeemable  upon the  option of the
holders thereof on or prior to a date one month from the date of their purchase;

     (d) repurchase  agreements  issued by an entity rated not less than A-l+ by
S&P and not  less  than  P-1 by  Moody's  that  are  secured  by  United  States
government  securities  of the type  described in clause (a) of this  definition
maturing on or prior to a date one month from the date the repurchase  agreement
is entered into; and

     (e) commercial paper (having original maturities of not more than 270 days)
rated at least  A-1+ by S&P and P-1 by Moody's  and issued by a domestic  issuer
who, at the time of the  investment,  has outstanding  long-term  unsecured debt
obligations rated at least Al by Moody's.

     "Change of Control" means any of the following events or circumstances:

     (a) any merger or  consolidation of the Parent into any other Person if the
holders of the voting securities of the Parent  immediately prior to such merger
or consolidation  do not continue to own more than 50% of the voting  securities
of the surviving entity following such merger or consolidation;

     (b)  individuals  who,  at the  beginning  of any period of 12  consecutive
months,  constitute  the  Parent's  board of  directors  (together  with any new
director whose  election by the Parent's board of directors or whose  nomination
for election by the Parent's  stockholders  was approved by a vote of a majority
of the directors then still in office who either were directors at the beginning
of such period or whose  election or nomination  for election was  previously so
approved)  cease for any reason (other than death or disability) to constitute a
majority of the Parent's board of directors then in office; or

     (c) if any  person  (as such  term is used in  section  13(d)  and  section
14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related
persons  constituting  a group  (as such  term is used in Rule  13d-5  under the
Exchange Act) become the "beneficial owners" (as such term is used in Rule 13d-3
under  the  Exchange  Act  as in  effect  on  the  Closing  Date),  directly  or
indirectly, of more than 50% (by number of votes) of the Parent's voting stock.

     "Change of Control Notice" is defined in Section 4.4.

     "Closing Date" is defined in Section 5.1.

                                       5
<PAGE>

     "Collateral" means, collectively,  all of the "Collateral," as such term is
defined in each of the Assignment of Leases and Rents, the Pledge Agreements and
the LIBOR Cap Security Agreement.

     "Commitments"   means  the  Mortgage   Commitments  and  the   Non-Mortgage
Commitments.

     "Commitment  Expiration Date" means the Originally Scheduled Maturity Date,
provided that the Commitment  Expiration Date may be extended in accordance with
Section 4.2(a).

     "Confidential Information" is defined in Section 9.3.

     "Consolidated  Debt"  means,  at any  time,  the  total  of all Debt of the
Consolidated Group outstanding at such time,  determined on a consolidated basis
in accordance with GAAP.

     "Consolidated Debt Service" means, for any period, without duplication, (a)
interest expense attributable to Consolidated Debt for such period, plus (b) the
aggregate amount of scheduled  principal  payments  attributable to Consolidated
Debt (excluding optional and other unscheduled prepayments,  scheduled principal
payments at maturity in respect of any such Debt that is not  amortized  through
periodic  installments  of principal and interest over the term of such Debt and
any yield  maintenance  payments or equivalent)  required to be made during such
period by any member of the Consolidated Group.

     "Consolidated Group" means the Parent and its consolidated Subsidiaries.

     "Consolidated  Net Income"  means,  for any period,  net earnings (or loss)
after taxes,  excluding  extraordinary items, of the Consolidated Group for such
period.

     "Consolidated Net Operating Income" means, for any period, Consolidated Net
Income for such period plus, to the extent deducted from revenues in determining
such  Consolidated  Net Income,  (i) interest  expense,  (ii) expense for income
taxes, (iii) depreciation, and (iv) amortization.

     "Consolidated Net Operating Income from Unencumbered Assets" means, for any
period,  (a) Consolidated  Net Operating  Income for such period,  minus (b) the
portion of revenues  included in such  Consolidated  Net  Operating  Income from
assets other than Unencumbered Assets.

     "Consolidated  Unsecured  Debt"  means,  at  any  time,  the  total  of all
Unsecured Debt of the Consolidated Group outstanding at such time, determined on
a consolidated basis in accordance with GAAP.

     "Consolidated  Unsecured  Debt  Service"  means,  for any  period,  without
duplication,  (a) interest expense  attributable to Consolidated  Unsecured Debt
for such period,  plus (b) the aggregate amount of scheduled  principal payments
attributable  to  Consolidated  Unsecured  Debt  (excluding  optional  and other
unscheduled prepayments,  scheduled principal payments at maturity in respect of
any such Debt that is not amortized  through periodic  installments of principal


                                       6
<PAGE>

and interest  over the term of such Debt and any yield  maintenance  payments or
equivalent)  required  to be  made  during  such  period  by any  member  of the
Consolidated Group.

     "Conversion Amount" is defined in Section 3.4(c)(ii).

     "Conversion Date" is defined in Section 3.4(c)(i).

     "Conversion Notice" is defined in Section 3.4(b).

     "Conversion Option" is defined in Section 3.4(a).

     "Curable  Lease  Default"  has the  meaning  ascribed  to such  term in the
Assignment of Leases and Rents.

     "Debt" with respect to any Person means, at any time,  without  duplication
(a) its liabilities for borrowed money and its redemption obligations in respect
of mandatorily  redeemable Preferred Stock; (b) its liabilities for the deferred
purchase price of property acquired by such Person  (excluding  accounts payable
arising in the ordinary course of business but including all liabilities created
or arising under any conditional  sale or other title  retention  agreement with
respect to any such property);  (c) (i) all liabilities appearing on its balance
sheet  in  accordance  with  GAAP in  respect  of  Capital  Leases  and (ii) all
liabilities  that would appear on its balance sheet in  accordance  with GAAP in
respect of Synthetic Leases assuming such Synthetic Leases were accounted for as
Capital Leases;  (d) all liabilities for borrowed money secured by any Lien with
respect to any property  owned by such Person  (whether or not it has assumed or
otherwise  become  liable  for such  liabilities);  (e) all its  liabilities  in
respect of letters of credit or instruments serving a similar function issued or
accepted for its account by banks and other financial  institutions  (whether or
not  representing  obligations  for  borrowed  money);  (f) the  aggregate  Swap
Termination Value of all Swap Contracts of such Person;  and (g) any Guaranty of
such Person with respect to  liabilities  of a type  described in any of clauses
(a) through (f) hereof. Debt of any Person shall include all obligations of such
Person of the character  described in clauses (a) through (g) to the extent such
Person remains legally liable in respect thereof  notwithstanding  that any such
obligation is deemed to be extinguished under GAAP.

     "Debt Service Coverage Ratio" is defined in Section 7.1.

     "Default"  means an event or condition the occurrence or existence of which
would,  with the lapse of time or the giving of notice or both,  become an Event
of Default.

     "Default  Rate" means,  with respect to any Loan at any time, the lesser of
(a) the Applicable Interest Rate that would otherwise apply to such Loan at such
time plus 2.0% and (b) the highest rate permitted by applicable law.

     "Deposit" is defined in Section 2.2(a).

     "Disclosure Documents" is defined in Section 6.1(d).

     "Discounted Value" is defined in Section 4.6.

                                       7
<PAGE>

     "Environmental  Laws" means any and all federal,  state, local, and foreign
statutes,  laws, regulations,  ordinances,  rules,  judgments,  orders, decrees,
permits, concessions,  grants, franchises,  licenses, agreements or governmental
restrictions  relating to pollution and the protection of the environment or the
release  of any  materials  into the  environment,  including  those  related to
Hazardous Materials.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time, and the rules and regulations  promulgated thereunder
from time to time in effect.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
that is treated as a single  employer  together with any Borrower  under section
414 of the IRC.

     "Event of Default" is defined in Section 8.1.

     "Excess Proceeds" is defined in Section 4.3.

     "Exchange Act" means the  Securities  Exchange Act of 1934, as amended from
time to time, and the rules and regulations  promulgated thereunder from time to
time in effect.

     "Extension Term" means, in the event that the Revolving Loan Maturity
Date and the Commitment Expiration Date are extended in accordance with Section
4.2(a), the period or periods following the Initial Term and prior to the
Revolving Loan Maturity Date and the Commitment Expiration Date as so extended.

     "First Green Operating Subsidiary" is defined in the introductory
paragraph.

     "First  Green  Property"  means all of the  piece(s) or  parcel(s)  of real
property commonly known as 165-25 147th Avenue,  Jamaica,  Queens,  New York (as
more  particularly  described in the Assignment of Leases and Rents) (the "First
Green  Land"),  together  with  (i) the  appurtenances  thereto,  including  all
easements,  rights-of-way,  privileges,  licenses  and other rights and benefits
belonging  to,  running with, or in any way relating to the First Green Land and
(ii) all buildings,  structures and other improvements now or hereafter situated
upon the First Green Land.

     "Fiscal Quarter" means each period of three months ended March 31, June 30,
September 30 or December 31.

     "Floor Amount" means $17,000,000.

     "Former Plan" means a "pension  plan" (as defined in section 3(2) of ERISA)
subject to Title IV of ERISA that, within the preceding five years, (i) has been
established or maintained, or (ii) to which contributions have been made or were
required to be made by Borrower or any ERISA Affiliate,  excluding Multiemployer
Plans and Plans.

     "Funding  Amount" means, as specified in the applicable  Funding Notice (a)
with respect to the initial  Funding  Date, a minimum  amount equal to the Floor
Amount and (b) with respect to each subsequent Funding Date, a minimum amount of
$2,000,000.

                                       8
<PAGE>

     "Funding Date" means the Closing Date and any Business Day specified by the
Parent as a Funding Date in accordance with Section 5.2; provided that (a) there
shall be no more than two Funding  Dates in any calendar  month,  (b) no Funding
Date shall be less than five Business Days after any other Funding Date,  (c) no
Funding Date shall be on or within three  Business Days  immediately  prior to a
March 31, June 30,  September 30 or December 31 and (d) no Funding Date shall be
later  than  the  Monthly  Interest  Payment  Date  immediately   preceding  the
Commitment Expiration Date.

     "Funding  Notice"  means a written  notice  delivered  in  accordance  with
Section 5.2(b), in the form of Exhibit 5.2(b).

     "Future  Plan"  means  any  Plan   established,   maintained  or  to  which
contributions are made or are required to be made subsequent to the date of this
Agreement.

     "GAAP" means  generally  accepted  accounting  principles as in effect from
time to time in the United States of America.

     "Governmental Authority" means

     (a) the  government  of (i) the  United  States of  America or any State or
other political  subdivision  thereof and (ii) any other jurisdiction in which a
member of the  Consolidated  Group or other relevant  Person conducts all or any
part of its  business,  or that asserts  jurisdiction  over any  properties of a
member of the Consolidated Group or other relevant Person, and

     (b) any entity exercising executive,  legislative,  judicial, regulatory or
administrative functions of, or pertaining to, any such government.

     "Green Intermediate Subsidiary" is defined in the introductory paragraph.

     "Green Operating  Subsidiaries" means the First Green Operating  Subsidiary
and the Second Green Operating Subsidiary.

     "Green Pledge Agreement" is defined in Section 5.1(a)(vi)(2).

     "Green  Properties"  means the First Green  Property  and the Second  Green
Property.

     "Guaranty"  means, with respect to any Person,  any obligation  (except the
endorsement  in the ordinary  course of business of negotiable  instruments  for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness,  dividend or other  obligation  of any other Person in any manner,
whether  directly  or  indirectly,  including  obligations  incurred  through an
agreement,  contingent  or  otherwise,  by such  Person:  (a) to  purchase  such
indebtedness or obligation or any property constituting  security therefor;  (b)
to advance or supply funds (i) for the purchase or payment of such  indebtedness
or  obligation,  or (ii) to maintain any working  capital or other balance sheet
condition or any income statement  condition of any other Person or otherwise to
advance or make available funds for the purchase or payment of such indebtedness
or  obligation;  (c) to lease  properties or to purchase  properties or services
primarily  for the  purpose  of  assuring  the  owner  of such  indebtedness  or
obligation  of  the  ability  of  any  other  Person  to  make  payment  of  the


                                       9
<PAGE>

indebtedness  or  obligation;  or (d)  otherwise  to  assure  the  owner of such
indebtedness or obligation  against loss in respect thereof.  In any computation
of the indebtedness or other liabilities of the obligor under any Guaranty,  the
indebtedness  or other  obligations  that are the subject of such Guaranty shall
be, without duplication, assumed to be direct obligations of such obligor.

     "Hazardous  Material"  means  any and all  pollutants,  toxic or  hazardous
wastes or other  substances  that might pose a hazard to health and safety,  the
removal  of  which  is  required  or  the  generation,   manufacture,  refining,
production, processing, treatment, storage, handling, transportation,  transfer,
use, disposal, release,  discharge,  spillage, seepage or filtration of which is
or shall be restricted,  prohibited or penalized by any applicable law including
asbestos,   urea  formaldehyde  foam  insulation,   polychlorinated   biphenyls,
petroleum and petroleum products.

     "Historical  Appraised  Value"  means,  for (a) the First  Green  Property,
$42,600,000,  (b)  the  Second  Green  Property,  $9,200,000,  (c)  the  Triboro
Property,  $39,400,000,  (d) the  Jamaica  Property,  $23,100,000,  (e) the Avis
Property, $24,000,000, and (f) the Brooklyn Property, $15,000,000.

     "IIM" means ING Investment Management LLC.

     "Included Assets" means, at any time, all assets of the Consolidated  Group
at such time,  other than accounts  receivable and goodwill and any other assets
that would be excluded from a determination of Total Assets Value at such time.

     "ING-Affiliated Lenders" means, at any time, the Initial Lenders and
all other Lenders, if any, that have in place investment advisory agreements
with IIM.

     "INHAM Exemption" is defined in Section 6.2(b)(v).

     "Initial Lenders" is defined in the introductory paragraph.

     "Initial LIBOR Cap Agreement" is defined in Section 5.1(a)(viii).

     "Initial LIBOR Cap Counterparty" means SMBC Derivative Products Limited.

     "Initial  Term" means the period from and including the Closing Date to but
excluding the Originally Scheduled Maturity Date.

     "Initial Term Loan" is defined in Section 3.3(a).

     "Initial Term Loan Interest Rate" means 6.59% per annum.

     "Initial Term Loan Maturity Date" means the Originally  Scheduled  Maturity
Date.

     "Institutional  Investor"  means (a) any  Lender  and (b) any  bank,  trust
company,  savings  and loan  association  or other  financial  institution,  any
pension plan,  any  investment  company,  any insurance  company,  any broker or
dealer,  or any other similar  financial  institution  or entity,  regardless of
legal form.

                                       10
<PAGE>

     "Interest  Period" means each period from and including a Monthly  Interest
Payment Date (or, with respect to any portion of a Loan made on the Closing Date
or after a Monthly  Interest Payment Date but prior to the next Monthly Interest
Payment  Date,  from and  including  the date that such  portion of such Loan is
made) to but excluding the next Monthly Interest Payment Date.

     "Interests" has the meaning ascribed to such term in the Pledge Agreements.

     "Intermediate  Subsidiaries" means the Green Intermediate  Subsidiary,  the
Triboro Intermediate Subsidiary and the Jamaica Intermediate Subsidiary.

     "Investment" means any investment, made in cash or by delivery of property,
by the any  member of the  Consolidated  Group  (a) in any  Person,  whether  by
acquisition of stock,  indebtedness or other obligation or Security, or by loan,
Guaranty, advance, capital contribution or otherwise, or (b) in any property.

     "IRC" means the  Internal  Revenue  Code of 1986,  as amended  from time to
time, and the rules and regulations promulgated thereunder from time to time.

     "Jamaica Intermediate Subsidiary" is defined in the introductory paragraph.

     "Jamaica Operating Subsidiary" is defined in the introductory paragraph.

     "Jamaica Pledge Agreement" is defined in Section 5.1(a)(vi)(4).

     "Jamaica  Property" means all of the piece(s) or parcel(s) of real property
commonly known as 114-15 Guy R. Brewer Boulevard,  Jamaica, Queens, New York (as
more particularly described in the Assignment of Leases and Rents) (the "Jamaica
Land"),  together with (i) the appurtenances  thereto,  including all easements,
rights-of-way,  privileges, licenses and other rights and benefits belonging to,
running with, or in any way relating to the Jamaica Land and (ii) all buildings,
structures  and other  improvements  now or hereafter  situated upon the Jamaica
Land.

     "Lender  Assignment"  means a  transfer  by a Lender  of all or part of its
Non-Mortgage Commitment, Loans and Notes.

     "Lender  Assignment  and  Acceptance"  means an assignment  and  acceptance
entered into by a Lender and an Assignee of such Lender,  in  substantially  the
form of Exhibit 9.4(b).

     "Lender  Environmental  Consultant" means Professional  Service Industries,
Inc. or any other environmental consultant selected by the Required Lenders from
time to time.

     "Lenders"  means the Initial  Lenders and each assignee that shall become a
party hereto pursuant to Section 9.4.

     "LIBOR" means, for each Interest  Period,  an interest rate per annum equal
to the London  Interbank  Offered Rate, or the arithmetic  mean of such rates if
more than one is reported,  as reported by the British  Bankers  Association  on


                                       11
<PAGE>

Bloomberg  Financial Markets service (or such other financial service acceptable
to the Required  Lenders as may be nominated by the British Bankers  Association
as the  information  vendor for the purpose of  displaying  the British  Bankers
Association's  interest  settlement rates for U.S. Dollar deposits) for a period
equal to 30 days at 11:00 a.m.  (London time) two Business Days before the first
day of such Interest Period (or the last day prior thereto on which Bloomberg is
published,  if not published on the applicable  Business Day);  provided if such
rate is not so reported,  LIBOR shall mean the London Interbank  Offered Rate as
reported in The Wall Street  Journal two  Business  Days before the first day of
such  Interest  Period (or the last day prior  thereto  during  the  immediately
preceding Interest Period on which The Wall Street Journal is published,  if not
published on the applicable  Business Day);  provided,  further, if such rate is
not so  reported  by  Bloomberg  Financial  Markets  service or The Wall  Street
Journal,  LIBOR  shall  mean a rate per  annum  equal to the rate at which  U.S.
Dollar  deposits in an amount  approximately  equal to the applicable  Revolving
Loan(s),  and with maturities  comparable to the last day of the Interest Period
with  respect to which  such LIBOR is  applicable,  are  offered in  immediately
available funds in the London  Interbank  Market to the London office of Bank of
America,  N.A. by leading banks in the Eurodollar  market at 11:00 a.m.  (London
time) two Business Days before the first day of such Interest Period.

     "LIBOR  Cap  Agreements"  means the  Initial  LIBOR Cap  Agreement  and any
Replacement LIBOR Cap Agreement.

     "LIBOR Cap Security Agreement" is defined in Section 5.1(a)(ix).

     "LIBOR  Cap SPE"  means GTJ Rate Cap,  LLC,  a New York  limited  liability
company.

     "Lien" means,  with respect to any asset or property,  any mortgage,  lien,
pledge, charge,  security interest or encumbrance of any kind in respect of such
asset or property. Any Person shall be deemed to own subject to a Lien any asset
or property that it has acquired or holds subject to the interest of a vendor or
lessor  under any  conditional  sale  agreement,  capital  lease or other  title
retention agreement relating to such asset or property.

     "Loan" means any Revolving  Loan,  any Mortgage Loan, any Initial Term Loan
and any Additional Term Loan.

     "Loan Documents" means this Agreement,  the Notes, the Assignment of Leases
and Rents,  the NYC  Property  Mortgage,  the  Servicing  Agreement,  the Pledge
Agreements,  the LIBOR Cap Agreements, the LIBOR Cap Security Agreement, the NYC
Tenant's Estoppel Certificates, and the NYC Side Agreements.

     "Make-Whole Amount" is defined in Section 4.6.

     "Material"  means  material  in  relation  to  the  business,   operations,
financial condition,  assets, or properties,  of any Borrower individually or of
the Consolidated Group taken as a whole.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (a) the
business,  operations,   financial  condition,  assets,  or  properties  of  any


                                       12
<PAGE>

Borrower,  or (b) the ability of any Borrower to perform its  obligations  under
any Loan Document, or (c) the validity or enforceability of any Loan Document.

     "Maximum Liability" is defined in Section 3.6(a).

     "Merger Agreement" means the Agreement and Plan of Merger, dated as of July
24, 2006, among the Bus Companies, the Parent and the Intermediate Subsidiaries.

     "Merrill Lynch Bond Index" means, as of any Business Day, the Merrill Lynch
Index (Broad Market  Index,  BBB - A rated,  3 - 5 years),  as of 3:00 p.m. (New
York City time) on such  Business  Day,  as reported  telephonically  by Merrill
Lynch on such  Business  Day or,  to the  extent  that such  information  cannot
reasonably  be obtained from Merrill Lynch on such Business Day, as reported the
next  succeeding  Business  Day on the  display  designated  as  "Page  C2C0" on
Bloomberg,  or if such display page (or its successor screen on such service) is
unavailable  or such  index  is no  longer  reported,  an  index  calculated  in
substantially the same manner as such Merrill Lynch Index, as determined in good
faith by the Required Lenders.

     "Monthly  Interest  Payment  Date"  means  the first  Business  Day of each
calendar month commencing August 1, 2007.

     "Moody's" means Moody's Investors Service, Inc.

     "Mortgage  Commitment"  means, for each Lender,  at any time, the aggregate
amount set forth  opposite  such Lender's  name under the  applicable  column in
Schedule A, or, if such Lender has entered into one or more Lender  Assignments,
set forth for such Lender in the  register  maintained  pursuant to Section 9.4.
"Mortgage  Commitments"  shall refer to the  aggregate of the Lenders'  Mortgage
Commitments hereunder.

     "Mortgage Loan" is defined in Section 3.2(a).

     "Mortgage  Note"  means  a  senior  promissory  note  of the  Borrowers  in
substantially  the  form  of  Exhibit  5.1(a)(ii)(1)  payable  to a  Lender  and
evidencing a Mortgage Loan made or held by such Lender.

     "Multiemployer Plan" shall mean any Plan that is a "multiemployer plan" (as
defined in Section 4001(a)(3) of ERISA).

     "NAIC" means the National  Association  of Insurance  Commissioners  or any
successor thereto.

     "NAIC Annual Statement" is defined in Section 6.2(b)(i).

     "Non-Material  Subsidiary"  means,  at any time,  any  direct  or  indirect
Subsidiary of the Parent that (a) is not a Borrower or the LIBOR Cap SPE and (b)
both (i) has total assets of less than  $250,000,  as such amount would be shown
on a balance sheet of such  Subsidiary at the time and (ii),  during each of its
three most recently completed fiscal years, had net income of less than $50,000.

                                       13
<PAGE>

     "Non-Mortgage  Commitment"  means,  for  each  Lender,  at  any  time,  the
aggregate  amount set forth  opposite such  Lender's  name under the  applicable
column in Schedule  A, or, if such  Lender has  entered  into one or more Lender
Assignments,  set forth for such Lender in the register  maintained  pursuant to
Section 9.4,  provided that (i) each Lender's  Non-Mortgage  Commitment shall be
reduced by the  aggregate  amount of any Initial  Term Loans and any  Additional
Term Loans made by such Lender (or any  predecessor  in interest to such Lender)
that are outstanding in whole or in part at such time and (ii) during any period
when the Aggregate Non-Mortgage Commitment Amount is less than $71,500,000, each
Lender's  Non-Mortgage  Commitment shall be reduced by multiplying the aggregate
amount set forth  opposite  such Lender's  name under the  applicable  column in
Schedule A, or, if such Lender has entered into one or more Lender  Assignments,
set forth for such Lender in the register maintained pursuant to Section 9.4, by
a fraction  the  numerator  of which is the  Aggregate  Non-Mortgage  Commitment
Amount in effect during such period and the denominator of which is $71,500,000.
"Non-Mortgage  Commitments"  shall  refer  to  the  aggregate  of  the  Lenders'
Non-Mortgage Commitments hereunder.

     "Non-Mortgage Loan" means any Loan other than a Mortgage Loan.

     "Non-Mortgage  Note" means a senior  promissory  note of the  Borrowers  in
substantially  the  form  of  Exhibit  5.1(a)(ii)(2)  payable  to a  Lender  and
evidencing such Lender's Non-Mortgage  commitment and Non-Mortgage Loans made or
held by such Lender.

     "Non-Paying Subsidiary Borrower" is defined in Section 3.6(c).

     "Non-Use Fee" is defined in Section 2.2(d).

     "Note" means each Mortgage Note and each Non-Mortgage Note.

     "NYC Leases" means the "Leases," as such term is defined in the  Assignment
of Leases and Rents.

     "NYC Properties" means the Green  Properties,  the Triboro Property and the
Jamaica Property.

     "NYC Property Mortgage" is defined in Section 5.1(a)(v).

     "NYC   Property   Operating   Subsidiaries"   means  the  Green   Operating
Subsidiaries,  the  Triboro  Operating  Subsidiary  and  the  Jamaica  Operating
Subsidiary.

     "NYC Property  Permitted  Liens" means  Permitted Liens other than those of
the type described in clause (h) of the definition of Permitted Liens.

     "NYC Side Agreements" is defined in Section 5.1(a)(vii).

     "NYC Tenant" means the lessee under each of the NYC Leases.

     "NYC Tenant's Estoppel Certificates" is defined in Section 5.1(a)(vii).

                                       14
<PAGE>

     "Obligations" means all liabilities,  obligations, or undertakings owing by
any  Borrower  to the  Lenders  of any  kind or  description  arising  out of or
outstanding  under,  advanced or issued  pursuant to, or evidenced by any of the
Loan Documents, irrespective of whether for the payment of money, whether direct
or  indirect,  absolute  or  contingent,  due or to  become  due,  voluntary  or
involuntary,  whether now  existing or  hereafter  arising,  and  including  all
interest  (including  interest that accrues after the filing of a case under the
United States Bankruptcy Code) and any and all costs, fees (including attorneys'
fees),  and expenses that any Borrower is required to pay pursuant to any of the
foregoing, by law, or otherwise.

     "Originally  Scheduled  Maturity  Date" means July 1, 2010 (without  giving
effect  to  any  extension  of the  maturity  of  any  of  the  Loans  or of the
Commitments).

     "Original  Properties" means the NYC Properties,  the Avis Property and the
Brooklyn Property.

     "Original Real Estate Assets" means, at any time, the sum of the Historical
Appraised Values of the Original  Properties  owned by a NYC Property  Operating
Subsidiary  (in the case of the NYC  Properties),  the Avis  Property  Operating
Subsidiary  (in the case of the Avis Property  Operating  Subsidiary) or another
member of the Consolidated  Group (in the case of the Brooklyn Property) at such
time,  in each case  adjusted  downward,  if  necessary,  to reflect any partial
condemnation  or other  transfer  or loss of a material  portion of an  Original
Property.

     "Parent" is defined in the introductory paragraph.

     "Parent Pledge Agreement" is defined in Section 5.1(a)(vi)(1).

     "Participant" is defined in Section 9.4(c).

     "Paying Subsidiary Borrower" is defined in Section 3.6(c).

     "PBGC" means the Pension Benefit  Guaranty  Corporation or any governmental
authority succeeding to any of its functions.

     "Percentage"  means, in respect of any Lender at any time of determination,
the  percentage  obtained by dividing such Lender's  Non-Mortgage  Commitment at
such  time by the  total  of the  Non-Mortgage  Commitments  at such  time,  and
multiplying the quotient so obtained by 100.

     "Permitted Liens" means:

     (a)  Liens  created  by the  Loan  Documents  securing  all or  part of the
Obligations;

     (b) Liens imposed by law for taxes,  assessments or governmental charges or
levies that are not yet due or are being contested in compliance with
Section 7.22;

     (c) carriers', warehousemen's,  mechanics', materialmen's,  repairmen's and
other like  Liens,  arising in the  ordinary  course of  business  and  securing
obligations  that are not  overdue or are being  contested  in good faith and by
appropriate proceedings;

                                       15
<PAGE>

     (d)  pledges  and  deposits  made in the  ordinary  course of  business  in
compliance with workers'  compensation,  unemployment insurance and other social
security laws or regulations;

     (e) deposits or pledges to secure the performance of bids, trade contracts,
leases,  statutory obligations,  surety and appeal bonds,  performance bonds and
other  obligations  of a like  nature,  in each case in the  ordinary  course of
business;

     (f) judgment liens in respect of judgments that do not constitute a Default
or an Event of Default under Section 8.1(j);

     (g) easements,  zoning and other land use  restrictions,  rights-of-way and
similar encumbrances on real property (including,  without limitation, a certain
Declaration, substantially similar in form and content to Exhibit 1.1, which may
be recorded  against the Avis Property in connection with an application made by
the Avis  Property  Operating  Subsidiary  to the City of New York to demap 88th
Street between 23rd and 24th Avenue) and minor defects and irregularities in the
title thereto  imposed by law or arising in the ordinary course of business that
do not secure any monetary  obligations  and do not materially  detract from the
value of the  affected  property  or  interfere  with the  ordinary  conduct  of
business of any Borrower; and

     (h) Liens other than those described  above in this  definition  (including
those  described on Schedule  6.1(p))  securing Debt that is permitted by (i.e.,
does not cause a  violation  of)  Sections  7.1 through 7.4 unless such Liens or
such Debt are specifically prohibited by Section 7.5(b), 7.7 or 7.8(b).

     "Person" means an individual,  a  partnership,  a corporation  (including a
business trust), a limited liability company, a joint stock company, a trust, an
unincorporated  association, a joint venture or other entity, or a government or
any political subdivision or agency thereof.

     "Plan" means a "pension plan" (as defined in section 3(2) of ERISA) subject
to Title IV of ERISA that is or has been established or maintained,  or to which
contributions  are made or are required to be made, by any Borrower or any ERISA
Affiliate or with respect to which any Borrower or any ERISA  Affiliate  has any
liability, excluding Multiemployer Plans.

     "Pledge Agreements" is defined in Section 5.1(a)(vi).

     "Preferred Stock" means any class of capital stock,  partnership interests,
membership  interests or similar equity  interests of a Person that is preferred
over any  other  class  of  capital  stock,  partnership  interests,  membership
interests  or  similar  equity  interests  of such  Person as to the  payment of
dividends  or  distributions  or the payment of any amount upon  liquidation  or
dissolution of such Person.

     "Principal  Payment  Date" means,  with  respect to any Loan,  each date on
which any of the  principal of such Loan is due and payable in  accordance  with
this Agreement.

     "Proceeds"  means  "Proceeds,"  as such term is defined in the NYC Property
Mortgage.


                                       16
<PAGE>

     "Property" means, unless otherwise  specifically  limited, real or personal
property of any kind, tangible or intangible, choate or inchoate.

     "Pro Rata Share" is defined in Section 3.6(c).

     "Proxy  Statement"  means  the  final  proxy  statement/prospectus,   dated
February  9, 2007,  relating to the  issuance by the Parent of up to  15,564,454
shares  of  its  common  stock  in  connection  with  the  Reorganization   (SEC
Registration Number 333-13610).

     "PTE" is defined in Section 6.2(b)(i).

     "QPAM Exemption" is defined in Section 6.2(b)(iv).

     "Reinvestment Yield" is defined in Section 4.6.

     "REIT" means a "real estate investment trust" as defined in the IRC.

     "Remaining Life" is defined in Section 4.6.

     "Reorganization"  has  the  meaning  ascribed  to such  term  in the  Proxy
Statement.

     "Replacement  LIBOR Cap  Agreement"  means any  agreement  or  agreement(s)
(other than the  Initial  LIBOR Cap  Agreement)  between the LIBOR Cap SPE and a
counterparty pursuant to which such counterparty provides the LIBOR Cap SPE with
"cap"  protection for a specified  notional  amount against LIBOR rising above a
specified  "strike"  percentage  rate  per  annum.  Any  Replacement  LIBOR  Cap
Agreement  shall be in  substantially  the same  form as the  Initial  LIBOR Cap
Agreement  or in such other form as the  Required  Lenders  may approve in their
reasonable discretion.

     "Required  Lenders"  means  on any  date  of  determination,  Lenders  who,
collectively,  on such date (a) have  Commitments in the aggregate  representing
more than 50% in dollar amount of all  Commitments and (b) hold more than 50% of
the then aggregate unpaid principal amount of all Loans.

     "Required Non-Mortgage Lenders" means on any date of determination, Lenders
who,  collectively,  on such date (a) have  Percentages in the aggregate of more
than 50% or (b) if the Commitments have been  terminated,  hold more than 50% of
the then aggregate unpaid principal amount of the Non-Mortgage Loans.

     "Revolving Loan" is defined in Section 3.1(a).

     "Revolving  Loan  Maturity  Date" means (a) unless and until the  Revolving
Loan Maturity Date is extended in accordance with Section 4.2(a), the Originally
Scheduled  Maturity Date, or (b) if the Revolving Loan Maturity Date is extended
in  accordance  with  Section  4.2(a),  the  date to  which  it is  extended  in
accordance with such Section.

     "Revolving Loan Maturity Date Confirmation" is defined in Section 4.2(a).


                                       17
<PAGE>

     "Revolving  Loan  Maturity  Date  Extension  Notice"  is defined in Section
4.2(a).

     "S&P" means Standard & Poor's.

     "Second  Green  Operating   Subsidiary"  is  defined  in  the  introductory
paragraph.

     "Second  Green  Property"  means all of the  piece(s) or  parcel(s) of real
property commonly known as 49-19 Rockaway Beach Boulevard,  Averne,  Queens, New
York (as more particularly described in the Assignment of Leases and Rents) (the
"Second Green Land"), together with (i) the appurtenances thereto, including all
easements,  rights-of-way,  privileges,  licenses  and other rights and benefits
belonging to,  running with, or in any way relating to the Second Green Land and
(ii) all buildings,  structures and other improvements now or hereafter situated
upon the Second Green Land.

     "Securities  Act" means the Securities Act of 1933, as amended from time to
time, and the rules and regulations  promulgated thereunder from time to time in
effect.

     "Security" has the meaning specified in section 2(1) of the Securities Act.

     "Senior  Financial  Officer" means the chief financial  officer,  principal
accounting officer, treasurer or comptroller of the Parent.

     "Senior  Responsible  Officer" means each Senior Financial  Officer and the
President, Chief Executive Officer and General Counsel, if any, of the Parent.

     "Servicer"  means ING North America  Insurance Corp., as servicer under the
Servicing Agreement, and any successor thereto in such capacity.

     "Servicing Agreement" is defined in Section 5.1(a)(iv).

     "Settlement Date" is defined in Section 4.6.

     "Solvent"  means with respect to any Person on a particular  date,  that on
such date (i) the fair value of the  property of such Person is greater than the
total amount of liabilities,  including contingent liabilities,  of such Person,
(ii) the present  fair  saleable  value of the assets of such Person is not less
than the amount  that will be  required to pay the  probable  liability  of such
Person on its debts as they become  absolute and  matured,  (iii) such Person is
able to  realize  upon its  assets  and pay its  debts  and  other  liabilities,
contingent obligations and other commitments as they mature in the normal course
of  business,  (iv) such Person does not intend to, and does not believe that it
will,  incur debts or  liabilities  beyond such Person's  ability to pay as such
debts and liabilities  mature, and (v) such Person is not engaged in business or
a  transaction,  and is not about to engage in  business or a  transaction,  for
which such Person's property would constitute  unreasonably  small capital after
giving due  consideration  to the  prevailing  practice in the industry in which
such Person is engaged. In computing the amount of contingent liabilities at any
time, it is intended that such  liabilities will be computed at the amount that,
in light of all the facts and  circumstances  existing at such time,  represents
the  amount  that can  reasonably  be  expected  to become an actual or  matured
liability taking into account any subrogation and contribution rights.

                                       18
<PAGE>

     "Source" is defined in Section 6.2(b).

     "Subsidiary"  means, as to any Person, any other Person in which such first
Person or one or more of its  Subsidiaries  or such first Person and one or more
of its Subsidiaries  owns sufficient  equity or voting interests to enable it or
them  (as a group)  ordinarily,  in the  absence  of  contingencies,  to elect a
majority of the  directors  (or Persons  performing  similar  functions) of such
second Person,  and any partnership or joint venture if more than a 50% interest
in the profits or capital  thereof is owned by such first  Person or one or more
of its  Subsidiaries  or such first  Person and one or more of its  Subsidiaries
(unless such  partnership  or joint venture can and does  ordinarily  take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless otherwise specified, all references to Subsidiaries are to
the Subsidiaries of any Borrower.

     "Subsidiary Borrower" means each Borrower other than the Parent.

     "SVO" means the Securities Valuation Office of the NAIC or any successor to
such office.

     "Swap  Contract"  means (a) any and all  interest  rate swap  transactions,
basis swap transactions,  basis swaps, credit derivative  transactions,  forward
rate  transactions,   commodity  swaps,  commodity  options,  forward  commodity
contracts,  equity or equity index swaps or options,  bond or bond price or bond
index  swaps  or  options  or  forward  foreign   exchange   transactions,   cap
transactions, floor transactions,  currency options, spot contracts or any other
similar  transactions  or any of the foregoing  (including  any options to enter
into any of the  foregoing),  and (b) any and all  transactions of any kind, and
the related  confirmations,  that are subject to the terms and conditions of, or
governed by, any form of master agreement  published by the International  Swaps
and Derivatives Association, Inc.

     "Swap  Termination  Value"  means,  in  respect  of any  one or  more  Swap
Contracts,  after  taking into  account  the effect of any  legally  enforceable
netting agreement relating to such Swap Contracts,  (a) for any date on or after
the date such Swap  Contracts  have been  closed  out and  termination  value(s)
determined in accordance therewith,  such termination value(s),  and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts.

     "Synthetic  Lease" means, at any time, any lease (including leases that may
be  terminated  by the lessee at any time) of any property (a) that is accounted
for as an  operating  lease  under  GAAP and (b) in  respect of which the lessee
retains or obtains  ownership of the property so leased for U.S.  federal income
tax purposes, other than any such lease under which such Person is the lessor.

     "Term Loan" means any Initial Term Loan and any Additional Term Loan.

     "Termination  Event" means (a) the termination of a Plan or a Multiemployer
Plan  within  the  meaning  of  Section  4041 or 4041A of  ERISA,  respectively,
including  without  limitation the filing of a notice of intent to terminate any


                                       19
<PAGE>

such  plan  under  Section  4041(a)(2)  of  ERISA  and the  treatment  of a plan
amendment as a termination  under Section 4041(e) or 4041A(a) of ERISA;  (b) the
institution  of  proceedings  to  terminate a Plan or  Multiemployer  Plan under
Section 4042 of ERISA;  or (c) the appointment of a trustee to administer a Plan
or Multiemployer Plan under Section 4042 of ERISA.

     "Title Policy" is defined in Section 5.1(c).

     "Total  Assets  Value"  means,  at any time,  the sum of (a) Original  Real
Estate  Assets at such time,  (b)  Undepreciated  New Real Estate Assets at such
time, and (c) Adjusted Non-Real Estate Assets at such time.

     "Total  Unencumbered  Assets Value" means, at any time,  Total Assets Value
calculated only with respect to Unencumbered Assets.

     "Triboro Intermediate Subsidiary" is defined in the introductory paragraph.

     "Triboro Operating Subsidiary" is defined in the introductory paragraph.

     "Triboro Pledge Agreement" is defined in Section 5.1(a)(vi)(3).

     "Triboro  Property" means all of the piece(s) or parcel(s) of real property
commonly known as 85-01 24th Avenue,  East Elmhurst,  Queens,  New York (as more
particularly  described  in the  Assignment  of Leases and Rents) (the  "Triboro
Land"),  together with (i) the appurtenances  thereto,  including all easements,
rights-of-way,  privileges, licenses and other rights and benefits belonging to,
running with, or in any way relating to the Triboro Land and (ii) all buildings,
structures  and other  improvements  now or hereafter  situated upon the Triboro
Land.

     "Type", with reference to the Loans, means, respectively,  Revolving Loans,
Mortgage Loans, Initial Term Loans and Additional Term Loans..

     "Undepreciated  New  Real  Estate  Assets"  means,  at any  time,  the cost
(original  cost plus cost of capital  improvements)  of all real  estate  assets
(other than the Original  Properties)  of the  Consolidated  Group at such time,
before accumulated  depreciation and amortization,  determined on a consolidated
basis in accordance with GAAP.

     "Unencumbered  Assets" means, at any time, all Included Assets that (a) are
not subject to any Liens or encumbrances other than those of the types described
in clauses (a), (b), (c), (d), (e) and (g) of the definition of Permitted Liens;
(b) are not subject to any agreement (including (x) any agreement governing Debt
incurred  in order to finance or  refinance  the  acquisition  of such  Included
Assets and (y), if applicable,  the  organizational  documents of the Subsidiary
owning  such  Included  Assets),  other  than  any of the Loan  Documents,  that
prohibits or limits the ability of any Borrower or Subsidiary to create,  incur,
assume  or  suffer  to  exist  any Lien  upon any  assets  of such  Borrower  or
Subsidiary any Borrower's or Subsidiary's ownership interest in such Subsidiary;
and (c) are not subject to any agreement  (including (x) any agreement governing
Debt incurred in order to finance or refinance the  acquisition of such Included
Assets and (y), if applicable,  the  organizational  documents of the Subsidiary


                                       20
<PAGE>

owning  such  Included  Assets),  other  than  any of the Loan  Documents,  that
entitles any Person to the benefit of any Lien on any assets of such Borrower or
Subsidiary  or any  ownership  interest in such  Subsidiary or would entitle any
Person to the benefit of any Lien on such assets or ownership  interest upon the
occurrence  of any  contingency  (including  pursuant to an "equal and  ratable"
clause).  No  Included  Assets  owned by a  Subsidiary  shall be deemed to be an
Unencumbered  Asset  unless  (a) both such  Included  Assets  and all  ownership
interests in such Subsidiary held directly or indirectly by a Borrower otherwise
satisfy the foregoing  definition of Unencumbered  Assets,  (b) each intervening
entity  between  any  Borrower  and such  Subsidiary  does not have any Debt for
borrowed money or, if such entity has any Debt,  such Debt is unsecured and such
entity is a Wholly-Owned Subsidiary,  and (c) no event has occurred or condition
exists with respect to such  Subsidiary  of the type  described in clause (h) or
(i) of Section 8.1.

     "Unsecured Debt" means (a) any Debt of a member of the  Consolidated  Group
that is not  secured  by a Lien  on any of the  properties  of the  Consolidated
Group, (b) any Debt of a member of the  Consolidated  Group that is secured by a
Lien on any of the properties of the Consolidated  Group to the extent that such
Debt exceeds the fair market value of such  properties  and (c)  notwithstanding
that such Debt is secured, the Debt in respect of the Loans.

     "USA  Patriot  Act" means  United  States  Public Law  107-56,  Uniting and
Strengthening  America by Providing  Appropriate Tools Required to Intercept and
Obstruct  Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time,
and the  rules  and  regulations  promulgated  thereunder  from  time to time in
effect.

     "Variable Interest Rate" means, with respect to any Interest Period, a rate
of interest per annum equal to (a) other than during any Extension Term, the sum
of LIBOR for such  Interest  Period  plus 1.4%  (subject  to the  provisions  of
Section 4.1(c)) or (b) during any Extension Term, the rate of interest per annum
determined  pursuant  to Section  4.2(a)  with  respect to such  Extension  Term
(subject to the provisions of Section 4.1(c)).

     "Wholly-Owned  Subsidiary" means, at any time, any Subsidiary of a Borrower
100% of all of the equity interests (except  directors'  qualifying  shares) and
voting  interests  of which are  owned by such  Borrower  or other  Wholly-Owned
Subsidiaries of such Borrower at such time.

     1.2 Accounting Terms.

     All accounting terms not specifically  defined herein shall be construed in
accordance with GAAP.

     1.3 Construction.

     In this  Agreement,  unless  a clear  contrary  intention  appears  (i) the
singular number includes the plural number and vice versa; (ii) reference to any
gender includes each other gender; (iii) reference to any agreement, document or
instrument  means such agreement,  document or instrument as amended or modified
and in effect from time to time in accordance  with the terms thereof;  (iv) any
reference  herein to any Person  shall be  construed  to include  such  Person's


                                       21
<PAGE>

successors  and assigns or, if such Person is an  individual,  to such  Person's
heirs, legal representatives and assigns; (v) references to Sections,  Schedules
or  Exhibits  refer  to the  Sections,  Schedules  and  Exhibits  of or to  this
Agreement and "hereunder," "hereof," "hereto," and words of similar import shall
be deemed  references  to this  Agreement  as a whole and not to any  particular
Section or other provision  hereof;  (vi) "including" and "include" do not limit
the generality of any description preceding such term; (vii) "or" is used in the
inclusive sense of "and/or"; and (viii) references to documents,  instruments or
agreements shall be deemed to refer as well to all addenda, exhibits, schedules,
supplements or amendments thereto. Each covenant contained in the Loan Documents
shall  be  construed  (absent  express  provision  to  the  contrary)  as  being
independent  of each other  covenant  contained in the Loan  Documents,  so that
compliance  with any one  covenant  shall not (absent  such an express  contrary
provision) be deemed to excuse  compliance  with any other  covenant.  Where any
provision in any Loan  Document  refers to action to be taken by any Person,  or
that such Person is prohibited  from taking,  such provision shall be applicable
whether such action is taken directly or indirectly by such Person.

2. COMMITMENTS.

     2.1 Commitments.

     (a) Each Lender  severally  agrees,  on the terms and  conditions set forth
herein, to make:

     (i) a Mortgage  Loan to the  Borrowers  on the Closing Date in an aggregate
amount equal to such Lender's Mortgage Commitment.

     (ii) an  Initial  Term  Loan to the  Borrowers  on the  Closing  Date in an
aggregate amount equal to such Lender's Percentage of the Floor Amount;

     (iii) Revolving Loans to the Borrowers on a revolving basis in an aggregate
amount not to exceed on any day such Lender's Available Commitment; and

     (iv) if requested,  an  Additional  Term Loan to the Borrowers on the date,
for the term and in the  amount  specified  by the  Parent  in  accordance  with
Section 3.4.

     (b) In no event shall the  Borrowers  be entitled to request or receive any
Revolving  Loans that would cause the total  principal  amount of all  Revolving
Loans outstanding to exceed the total Non-Mortgage Commitments of all Lenders.

     (c) Upon the earlier of any  termination  of the  Non-Mortgage  Commitments
pursuant to Section 4.4, 4.5(c) or 8.2 or the Commitment Expiration Date, all of
the Non-Mortgage Commitments shall cease to be of any further force or effect.

     (d) Each Lender's  Commitments,  and all Loans made or held by each Lender,
shall  be  evidenced  by  this  Agreement  and one or more  Notes  delivered  in
accordance with the further provisions of this Agreement.

                                       22
<PAGE>

     2.2 Deposit; Fees.

     (a) Prior to the date hereof,  pursuant to the Application,  the Parent has
paid to ING Investment  Management  LLC, as agent for the Lenders,  a deposit of
$400,000 (the "Deposit").

     (b) On the Closing Date, $7,500 of the Deposit shall be deemed to have been
fully earned as a  processing  fee and the balance of the Deposit may be applied
to the payment of any fees and expenses then due pursuant to Section 9.2 and the
remainder shall be returned to the Parent.

     (c) If the  Closing  Date  does not  occur  on or  prior  to July 15,  2007
notwithstanding  a good faith effort by the Borrowers to satisfy the  conditions
set  forth  in  Section  5,  the  entire   Deposit  less  the  Lenders'   actual
out-of-pocket  expenses,  including  reasonable  attorneys' fees,  environmental
consultant's  fees and  reasonable  expenses and all inspection  fees,  shall be
returned to the Parent.

     (d) The Borrowers shall pay to each Lender a fee (the "Non-Use Fee") on the
unused portion of such Lender's Non-Mortgage Commitment equal to (i) for any day
when  $50,000,000 or more aggregate  principal  amount of Loans is  outstanding,
0.05%  per  annum,  or (ii) for any day when  less  than  $50,000,000  aggregate
principal amount of Loans is outstanding,  0.1% per annum. The Non-Use Fee shall
accrue from the Closing Date until the  Revolving  Loan Maturity Date or earlier
termination of the  Commitments  and shall be calculated and payable  monthly in
arrears on each Monthly  Interest  Payment Date to and  including  the Revolving
Loan Maturity Date or such earlier termination of the Commitments.

     (e) On the Monthly Interest Payment Date, if any, on which all or a portion
of the Revolving  Loans is converted to Additional Term Loans in accordance with
Section 3.4, the Borrowers shall pay a Loan conversion fee equal to 0.25% of the
principal  amount so converted to Additional Term Loans,  payable to the Lenders
pro rata in accordance with their Non-Mortgage Commitments.

3. LOANS.

     3.1 Revolving Loans.

     (a)  Subject  to  satisfaction  of the  conditions  precedent  set forth in
Section 5 and the other terms and conditions of the Loan Documents,  each Lender
will,  on each  Funding  Date,  make a Loan  (each a  "Revolving  Loan")  to the
Borrowers in a principal amount equal to such Lender's Percentage of the Funding
Amount on such Funding  Date.  The Revolving  Loans are a revolving  credit and,
subject to the terms and conditions hereof, the Borrowers may borrow,  continue,
prepay and  reborrow  Revolving  Loans as set forth  herein  without  premium or
penalty, but with the Breakage Cost Indemnity, if any.

     (b) All  Revolving  Loans  will be made  by wire  transfer  of  immediately
available  funds to the account of the  Borrowers  specified  in the  applicable
Funding Notice.

                                       23
<PAGE>

     3.2 Mortgage Loans

     (a)  Subject  to  satisfaction  of the  conditions  precedent  set forth in
Section 5 and the other terms and conditions of the Loan Documents,  each Lender
will, on the Closing Date, make a Loan (each a "Mortgage Loan") to the Borrowers
in a principal amount equal to such Lender's Mortgage  Commitment.  The Mortgage
Loans are term loans and, except as otherwise  expressly  provided therein,  are
not subject to prepayment at the option of the Borrowers. In no event may any of
the Mortgage Loans be reborrowed following any prepayment thereof.

     (b) All  Mortgage  Loans  will be made  by  wire  transfer  of  immediately
available  funds to the account of the Borrowers  specified in a written  notice
given by the Parent to the Lenders not less than two Business  Days prior to the
Closing Date.

     3.3 Initial Term Loans.

     (a)  Subject  to  satisfaction  of the  conditions  precedent  set forth in
Section 5 and the other terms and conditions of the Loan Documents,  each Lender
will,  on the Closing  Date,  make a Loan (each an  "Initial  Term Loan") to the
Borrowers in a principal  amount equal to such Lender's  Percentage of the Floor
Amount.  The  Initial  Term Loans are a term  credit  and,  except as  otherwise
expressly  provided  herein,  are not subject to prepayment at the option of the
Borrowers. In no event may any of the Initial Term Loans be reborrowed following
any prepayment thereof.

     (b) All Initial  Term Loans will be made by wire  transfer  of  immediately
available  funds to the account of the Borrowers  specified in a written  notice
given by the Parent to the Lenders not less than two Business  Days prior to the
Closing Date.

     3.4 Additional Term Loans.

     (a) The Borrowers will have a one-time option (the "Conversion  Option") to
convert  all or a portion of the  Revolving  Loans into Term Loans  ("Additional
Term Loans") as provided in this Section 3.4.

     (b) The Parent may exercise the  Conversion  Option by written  notice (the
"Conversion  Notice")  to each Lender not less than 10 days and not more than 90
days prior to the  Conversion  Date  specified  therein,  provided  that (i) the
Conversion  Option may not be  exercised at any time while a Default or an Event
of Default is continuing  and (ii) the  Conversion  Date,  if any,  shall not be
later than January 1, 2009.

     (c) The Conversion Notice shall specify:

     (i) the effective date of the conversion  (the  "Conversion  Date"),  which
shall be a Monthly Interest Payment Date;

     (ii)  the  aggregate  principal  amount  of the  Loans to be  converted  to
Additional Term Loans (the  "Conversion  Amount"),  which shall be not less than
$5,000,000;

                                       24
<PAGE>

     (iii)  the  date,  a  Monthly  Interest  Payment  Date not  later  than the
Originally Scheduled Maturity Date, selected by the Parent as the date on which,
if not sooner paid in  accordance  with the  provisions of this  Agreement,  the
Additional  Term  Loans  will be due and  payable  (the  "Additional  Term  Loan
Maturity Date"); and

     (iv) the portion of each  Non-Mortgage  Note that will represent  Revolving
Loans  (if  fully  advanced),  Initial  Term  Loans and  Additional  Term  Loans
immediately after giving effect to the conversion, determined in accordance with
Section 3.4(d).

     (d) The portion of the outstanding  principal  amount of each  Non-Mortgage
Note that will represent an Additional Term Loan as of the Conversion Date shall
equal the outstanding  principal  amount of Revolving Loans  represented by such
Note at the time of the  conversion  multiplied  by a fraction the  numerator of
which is the  Conversion  Amount and the  denominator  of which is the aggregate
outstanding  principal amount of Revolving Loans represented by all Non-Mortgage
Notes at the time.

     (e) The  Required  Non-Mortgage  Lenders will in good faith  determine  the
Additional Term Loan Interest Rate in accordance with the definition  thereof as
of 3:00 p.m. (New York City time) on the first Business Day on which the holders
of  Non-Mortgage  Notes are in receipt of the  Conversion  Notice not later than
10:00 a.m. (New York City time) and on which the New York Stock Exchange is open
for normal trading business (the "Additional Term Loan Rate Determination Date")
and will as promptly as  practicable  after making such  determination  send the
Parent  written  notice of such  determination  by  telecopy  or by e-mail to an
e-mail  address  of  the  Parent  specified  in  the  Conversion  Notice.   Such
determination  of the  Additional  Term Loan  Interest  Rate  shall be final and
binding on the Lenders  and the  Borrowers  unless not later than five  Business
Days  after  the  Parent's  receipt  of  such  notice  of  determination  of the
Additional  Term Loan  Interest  Rate,  the Parent  provides  the  Lenders  with
evidence of manifest error in such determination.

     3.5 Joint and Several Obligations.

     Subject to Section 3.6, each Borrower shall be jointly and severally liable
with respect to the Loans and all other  Obligations of the Borrowers under this
Agreement and the Notes.

     3.6 Maximum Liability of Each Subsidiary Borrower.

     (a) The provisions of the Loan  Documents are severable,  and in any action
or  proceeding  involving  any  state  corporate,   limited  liability  company,
partnership  or  similar  law,  or  any  state,  federal  or  other  bankruptcy,
insolvency,  reorganization  or other law  affecting  the  rights  of  creditors
generally (but not  otherwise),  if the  Obligations of any Subsidiary  Borrower
would  otherwise  (but for the  provisions  of this  Section  3.6(a)) be held or
determined to be avoidable, invalid or unenforceable on account of the amount of
such  Obligations,  then,  notwithstanding  any  other  provision  of  the  Loan
Documents  to the  contrary,  the  amount of such  Obligations  (other  than the
principal,  interest and other  amounts due or to become due with respect to the
Mortgage Notes or Mortgage Loans) of such Subsidiary Borrower shall, without any
further  action by any  Borrower or any  Lender,  be  automatically  limited and
reduced to the highest  amount that is valid and  enforceable  as  determined in


                                       25
<PAGE>

such action or proceeding (such highest amount  determined  hereunder being such
Subsidiary Borrower's "Maximum Liability"),  in each case after giving effect to
all other  liabilities  of such  Subsidiary  Borrower  (including all principal,
interest  and other  amounts due or to become due with  respect to the  Mortgage
Notes and the Mortgage  Loans),  contingent or  otherwise,  that are relevant to
such  determination  under  such  laws  (specifically  excluding,  however,  any
liabilities  of such  Subsidiary  Borrower to any other Borrower or Affiliate of
any Borrower to the extent that such liabilities  would be discharged by payment
by such  Subsidiary  Borrower of the  Obligations)  and after  giving  effect as
assets to the value as determined  under such laws of any rights of  subrogation
or  contribution  (including  rights under  Section  3.6(c)) of such  Subsidiary
Borrower  pursuant  to  applicable  law or  otherwise.  This  Section  3.6(a) is
intended  solely to preserve the rights of the Lenders under the Loan  Documents
in any such action or proceeding to the maximum  extent not subject to avoidance
under  applicable law, and neither any Subsidiary  Borrower nor any other Person
shall have any right or claim  under this  Section  3.6(a)  with  respect to the
Maximum Liability of such Subsidiary  Borrower except to the extent necessary so
that the Obligations of such Subsidiary  Borrower shall not be rendered voidable
under applicable law in any such action or proceeding.

     (b) Each  Subsidiary  Borrower  agrees that the Obligations may at any time
and from time to time exceed its Maximum Liability, and may exceed the aggregate
Maximum Liability of all other Subsidiary Borrowers,  without impairing the Loan
Documents  or affecting  the rights and  remedies of the Lenders  under the Loan
Documents.

     (c) In the event any Subsidiary  Borrower (a "Paying Subsidiary  Borrower")
shall make any payment or payments  under the Loan Documents or shall suffer any
loss as a result of any realization upon any collateral  granted by it to secure
its Obligations,  each other Subsidiary Borrower (each a "Non-Paying  Subsidiary
Borrower") shall contribute to such Paying  Subsidiary  Borrower an amount equal
to the Pro Rata Share of such Non-Paying  Subsidiary Borrower of such payment or
payments made, or losses suffered,  by such Paying Subsidiary Borrower.  For the
purposes  hereof,  each Non-Paying  Subsidiary  Borrower's "Pro Rata Share" with
respect to any such  payment or loss by a Paying  Subsidiary  Borrower  shall be
determined as of the date on which such payment or loss was made by reference to
the ratio of (i) such Non-Paying  Subsidiary  Borrower's Maximum Liability as of
such date (without giving effect to any right to receive, or obligation to make,
any payment in respect of  subrogation  or  contribution)  to (ii) the aggregate
Maximum Liability of all Subsidiary  Borrowers (including such Paying Subsidiary
Borrower) as of such date  (without  giving  effect to any right to receive,  or
obligation  to make,  any payment in respect of  subrogation  or  contribution).
Nothing in this Section  3.6(c) shall affect any Subsidiary  Borrower's  several
liability  for the  entire  amount  of the  Obligations  (up to such  Subsidiary
Borrower's Maximum  Liability).  Each of the Subsidiary  Borrowers covenants and
agrees  that its right to receive  any  payment in  respect  of  subrogation  or
contribution  (whether  pursuant to applicable law, under this Section 3.6(c) or
otherwise) from a Non-Paying Subsidiary Borrower shall be subordinate and junior
in right of payment  to all the  Obligations.  The  provisions  of this  Section
3.6(c) are for the benefit of both the Lenders and the Subsidiary  Borrowers and
may be enforced by any one, or more, or all of them in accordance with the terms
hereof.

                                       26
<PAGE>

4. PAYMENTS.

     4.1 Interest Payments.

     (a) Interest shall accrue on the unpaid  principal amount of each Revolving
Loan outstanding from time to time at the Variable Interest Rate; interest shall
accrue on the unpaid  principal  amount of each Mortgage Loan  outstanding  from
time to time at the rate per annum  specified  in the Mortgage  Notes;  interest
shall  accrue  on  the  unpaid  principal  amount  of  each  Initial  Term  Loan
outstanding  from time to time at the  Initial  Term  Loan  Interest  Rate,  and
interest shall accrue on the unpaid  principal  amount of each  Additional  Term
Loan, if any, at the Additional  Term Loan Interest Rate;  provided that, to the
extent  permitted  by law,  interest  shall  accrue on any  overdue  payment  of
interest  and,  during the  continuance  of an Event of  Default,  on all of the
principal of the Loans and on any overdue payment of Make-Whole  Amount,  at the
applicable  Default Rate.  All such interest shall be computed on the basis of a
360-day year of twelve 30-day months.

     (b) The  Borrowers  shall  pay all  accrued  interest  on each Loan on each
Monthly Interest Payment Date and on each Principal Payment Date.

     (c) If,  prior  to the  first  day of any  Interest  Period,  the  Required
Non-Mortgage  Lenders shall have determined on a commercially  reasonable  basis
that, by reason of  circumstances  affecting the relevant  market,  adequate and
reasonable means do not exist for  ascertaining  LIBOR for such Interest Period,
then (i) the Variable Interest Rate shall be the Base Rate,  effective as of the
first day of the Interest Period, and (ii) each reference herein to the Variable
Interest Rate shall be deemed thereafter to be a reference to the Base Rate.

     (d) If there has been at any time an interest rate substituted for LIBOR in
accordance with clause (c) above and,  thereafter,  in the reasonable opinion of
the Required  Non-Mortgage  Lenders, the circumstances causing such substitution
have ceased,  then on the first day of the next  succeeding  Interest Period the
Variable  Interest  Rate  shall be  determined  as  originally  defined  hereby.
Nevertheless, the provisions of clause (c) above shall continue to be effective.

     4.2 Payment of Principal at Maturity.

     (a) Unless the Revolving Loan Maturity Date and the  Commitment  Expiration
Date are extended in accordance with this Section 4.2(a),  the entire  principal
amount of the  Revolving  Loans will  become due and  payable on the  Originally
Scheduled Maturity Date. Provided that no Default or Event of Default shall then
be  continuing,  the Parent may elect to extend the Revolving Loan Maturity Date
and the  Commitment  Expiration  Date for up to two one-year  periods by sending
notice of each such election (a "Revolving Loan Maturity Date Extension Notice")
to each  Lender  not less than 90 days and not more  than 150 days  prior to the
then-effective  Revolving Loan Maturity Date.  Within 10 days after receipt of a
Revolving Loan Maturity Date Extension Notice, the Required Non-Mortgage Lenders
shall advise the Parent of the interest  rate that would apply to the  Revolving
Loans during the extension period, based on their then-current  pricing.  Within
30 days after  receipt of such  notification,  the Parent  shall send  notice (a
"Revolving Loan Maturity Date  Confirmation") to each Lender stating either that
the Parent  confirms its election to extend the Revolving Loan Maturity Date and


                                       27
<PAGE>

the  Commitment  Expiration  Date at the interest rate specified by the Required
Non-Mortgage  Lenders or that it no longer wishes to extend the  Revolving  Loan
Maturity Date and the  Commitment  Expiration  Date. If the Parent does not send
such a Revolving Loan Maturity Date Confirmation,  the Parent shall be deemed to
have rejected the interest rate specified by the Required  Non-Mortgage  Lenders
and neither  Revolving  Loan Maturity Date nor the  Commitment  Expiration  Date
shall be extended.  For avoidance of doubt,  neither the Revolving Loan Maturity
Date nor the Commitment  Expiration  Date may be extended beyond two years after
the Originally Scheduled Maturity Date pursuant to this Section 4.2(a).

     (b) The entire  principal  amount of the Mortgage Loans will become due and
payable  on the date  specified  in the  Mortgage  Notes,  provided  that if the
Revolving Loan Maturity Date is extended in accordance with Section 4.2(a),  the
maturity  of the  Mortgage  Loans  will be  extended  to the  same  date as such
extended Revolving Loan Maturity Date.

     (c) The entire  principal  amount of the Initial Term Loans will become due
and payable on the Initial Term Loan Maturity Date.

     (d) The entire  principal  amount of the Additional  Term Loans will become
due and payable on the Additional Term Loan Maturity Date.

     4.3 Application of Proceeds of Casualty or Condemnation.

     In the event that any Borrower  receives Proceeds (a) that are not required
by the NYC  Leases to be paid to the NYC  Tenant or  applied  in any  particular
manner and (b) that such Borrower is not entitled to retain in  accordance  with
clause (i) of Section 2.05 of the NYC  Property  Mortgage  ("Excess  Proceeds"),
such  Borrower  shall send written  notice of such fact to the Lenders not later
than five  Business  Days  following  receipt of such  Excess  Proceeds  and the
Required  Non-Mortgage  Lenders  may  require  that an amount  equal to all or a
portion of such Excess  Proceeds be used toward payment of the  Obligations,  in
such order and in such amounts as they may in their sole  discretion  elect.  If
the  Required  Non-Mortgage  Lenders  elect to require  that any portion of such
amount be applied to the prepayment of principal of the Non-Mortgage Loans, then
the amount of such  prepayment  shall be made  first to prepay  the  outstanding
principal of the  Revolving  Loans until the  Revolving  Loans are paid in full,
then to prepay the outstanding  principal of any Additional Term Loans until the
Additional  Term Loans are paid in full,  and finally to prepay the  outstanding
principal  of the Initial  Term Loans  until the Initial  Term Loans are paid in
full.  In  connection  with any such  prepayment  under this  Section  4.3,  the
Borrowers  shall pay or cause to be paid (out of additional  funds) all interest
to the prepayment date on the principal  amounts prepaid and any Non-Use Fee and
any Breakage Cost Indemnity,  but no Make-Whole Amount or other premium shall be
due or payable.  In connection with any such  prepayment  under this Section 4.3
(or possible prepayment if there were sufficient  Non-Mortgage Loans outstanding
at the time to be so prepaid),  the Required  Non-Mortgage  Lenders may in their
discretion  elect,  by notice of such  election  to the Parent,  to  permanently
reduce  the  Aggregate  Non-Mortgage  Commitment  Amount  by an amount up to the
amount of Excess  Proceeds  applied  (or that  could be  applied  if  sufficient
Non-Mortgage  Loans are then  outstanding) to the prepayment of principal of the
Non-Mortgage Loans under this Section 4.3.

                                       28
<PAGE>

     4.4 Mandatory Offer to Prepay Upon Change of Control.

     The  Parent  will,  not later  than five  Business  Days  after any  Senior
Responsible  Officer has  knowledge of the  occurrence of any Change of Control,
give written notice of such fact to all Lenders (a "Change of Control  Notice").
The Change of Control Notice shall (i) describe the facts and  circumstances  of
such Change of Control in reasonable detail,  (ii) refer to this Section 4.4 and
the rights of the  Lenders  hereunder  and state  that a Change of  Control  has
occurred,  (iii)  contain an  irrevocable  offer by the  Borrowers to prepay the
entire unpaid principal  amount of the Loans,  together with interest thereon to
the prepayment date selected by the Parent and any applicable Make-Whole Amount,
which prepayment shall be on the Business Day specified in the Change of Control
Notice (but not more than 60 days after the date on which such Change of Control
Notice is given),  (iv)  request  the  Required  Lenders to notify the Parent in
writing by a stated  date not less than 30 days after the giving of such  Change
of Control Notice,  of acceptance or rejection of such prepayment  offer and (v)
be  accompanied  by a  certificate  of a  Senior  Financial  Officer  as to  the
estimated  Make-Whole Amount due in connection with such prepayment  (calculated
as if the date of such notice were the date of the  prepayment),  setting  forth
the  details  of such  computation.  If the  Required  Lenders do not notify the
Parent as provided  above of their  acceptance  of such  offer,  then all of the
Lenders  shall be deemed to have accepted  such offer.  If the Required  Lenders
notify the Parent that they accept such offer as provided above,  then (x) as of
the Payment Date next preceding the  prepayment  date specified in the Change of
Control Notice,  the Commitments shall terminate and (y) on such prepayment date
the entire  unpaid  principal  amount of all the Loans,  together  with  accrued
interest  thereon to the prepayment date and any applicable  Make-Whole  Amount,
shall become due and payable.  Two Business  Days prior to any such  prepayment,
the Parent  shall  deliver to each Lender a  certificate  of a Senior  Financial
Officer  specifying the calculation of any Make-Whole Amount as of the specified
prepayment date.

     4.5 Optional Prepayment.

     (a) Revolving  Loans.  The Borrowers  may, at their option,  upon notice as
provided in Section 4.5(e),  prepay the  outstanding  principal of the Revolving
Loans in whole or in part (but if in part in a principal amount of not less than
$2,000,000),  together with all accrued interest  thereon;  provided that (i) no
prepayment of the Revolving  Loans shall be permitted  prior to the date that is
30 months after the Closing Date if, after giving effect to such prepayment, the
aggregate outstanding principal amount of the Revolving Loans plus the aggregate
outstanding  principal  amount of the Initial  Term Loans would be less than the
Floor Amount, (ii) no prepayment of the Revolving Loans shall be permitted prior
to the date that is 60 days following the first day of the extended term thereof
pursuant to any extension of the Revolving Loan Maturity Date in accordance with
Section 4.2(a) and (iii) no prepayment date shall be on or within three Business
Days  immediately  prior to a March 31, a June 30, a September  30 or a December
31. So long as the Non-Mortgage Commitments remain in effect, subject to Section
5.2, the Borrowers  may  re-borrow the amount of any Revolving  Loans prepaid in
accordance with this Section 4.5(a).

     (b)  Mortgage  Loans.  The  Borrowers  may  prepay  the  Mortgage  Loans as
provided, and only as provided, in the Mortgage and the Mortgage Notes.

                                       29
<PAGE>

     (c) Initial Term Loans. The Borrowers may, at their option,  upon notice as
provided in Section 4.5(e), prepay the outstanding principal of the Initial Term
Loans in  whole  but not in part at any  time on or  after  the date  that is 30
months after the Closing Date,  together with all accrued  interest  thereon and
any  applicable  Make-Whole  Amount,  provided  that  immediately  upon any such
prepayment of Initial Term Loans, the Commitments shall terminate.

     (d) Additional Term Loans. The Borrowers may, at their option,  upon notice
as  provided  in  Section  4.5(e),  prepay  the  outstanding  principal  of  the
Additional  Term Loans in whole but not in part at any time,  together  with all
accrued  interest  thereon  and  any  applicable  Make-Whole  Amount.  Following
prepayment of the Additional Term Loans and to and including the last day of the
Initial Term, the amount prepaid may not be re-borrowed.

     (e)  Notice.  The  Parent  will give  each  Lender  written  notice of each
optional  prepayment  under Section  4.5(a),  (b), (c) or (d) not less than five
Business Days and in any event not more than 60 days prior to the date fixed for
such prepayment.  Each such notice shall specify (i) such date (which shall be a
Business Day), (ii) the aggregate  principal amount of the Loans of each Type to
be prepaid on such date,  (iii) the  principal  amount of the Loans of such Type
held by each  Lender  to be  prepaid,  and (iv) the  interest  to be paid on the
prepayment  date with respect to such principal  amounts being prepaid,  and, in
the  case  of a  prepayment  of  any  Term  Loans,  shall  be  accompanied  by a
certificate of a Senior Financial Officer as to the estimated  Make-Whole Amount
due in connection with such prepayment (calculated as if the date of such notice
were the date of the prepayment), setting forth the details of such computation.
Two Business Days prior to any such  prepayment of Term Loans,  the Parent shall
deliver to each Lender a certificate of a Senior  Financial  Officer  specifying
the calculation of such Make-Whole Amount as of the specified prepayment date.

     (f)  Principal,  Interest,  etc.  Due  and  Payable.  In the  case  of each
prepayment of Loans  pursuant to this Section 4.5, the principal  amount of each
Loan to be prepaid shall mature and become due and payable on the date fixed for
such prepayment, together with interest on such principal amount accrued to such
date and the applicable  Make-Whole  Amount or Breakage Cost Indemnity,  if any.
From and after such date,  unless the Borrowers shall fail to pay such principal
amount  when so due and  payable,  together  so fixed  for  prepayment  with the
interest and Make-Whole Amount or Breakage Cost Indemnity, if any, as aforesaid,
interest on such principal amount shall cease to accrue.

     (g) No Other  Prepayment or Purchase of Loans.  The Borrowers  will not and
will not permit any Affiliate to prepay, purchase,  redeem or otherwise acquire,
directly or indirectly,  any of the outstanding Loans except upon the payment or
prepayment of the Loans in accordance with the terms of the Loan Documents.

     4.6 Make-Whole Amount.

     "Make-Whole  Amount" means,  with respect to any Term Loan, an amount equal
to the excess,  if any, of the Discounted  Value of the Called Principal of such
Term Loan over the amount of such Called Principal; provided that the Make-Whole
Amount  with  respect  to any Term  Loan may in no event be less  than 1% of the
Called  Principal  of such Term Loan.  In no event shall  delivery to any of the
Lenders  of any  certificate  of a Senior  Financial  Officer  (or of any  other


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<PAGE>

writing by or on behalf of any of the Borrowers)  specifying the  calculation of
any Make-Whole Amount affect the rights of the Lenders to challenge the accuracy
of any such  calculation or the rights of the Lenders to be paid the full amount
of any  Make-Whole  Amount  due to them in  accordance  with  the  terms of this
Agreement.  For the purposes of determining the Make-Whole Amount, the following
terms have the following meanings:

     "Called  Principal"  means, with respect to any Term Loan, the principal of
such Term Loan that is to be prepaid pursuant to Section 4.5(c) or 4.5(d) or has
become or is declared to be immediately due and payable pursuant to Section 8.2,
as the context requires.

     "Discounted  Value" means, with respect to the Called Principal of the Term
Loan, the amount obtained by discounting  such Called Principal from the Initial
Term  Loan  or  Additional  Term  Loan  Maturity  Date,  as  applicable,  to the
Settlement  Date with  respect to such  Called  Principal,  in  accordance  with
accepted  financial  practice  and at a  discount  factor  (applied  on the same
periodic  basis as that on which interest on the Term Loans is payable) equal to
the Reinvestment Yield with respect to such Called Principal.

     "Reinvestment  Yield"  means,  with respect to the Called  Principal of any
Term Loan,  the yield to maturity  implied by (i) the yield reported as of 10:00
a.m. (New York City time) on the second  Business Day  preceding the  Settlement
Date with respect to such Called  Principal,  on the applicable  display page in
the pages  designated  as Pages  PX1  through 8 (or such  other  display  as may
replace such pages) on Bloomberg  Financial  Markets  ("Bloomberg")  or, if such
page (or its successor screen on Bloomberg) is unavailable,  the Telerate Access
Service screen that  corresponds  most closely to such page for actively  traded
U.S.  Treasury  securities having a maturity equal to the Remaining Life of such
Called  Principal  as of such  Settlement  Date or  (ii)  if such  yield  is not
reported  as of  such  time  or  the  yield  reported  as of  such  time  is not
ascertainable,  the Treasury Constant  Maturity Series Yields reported,  for the
latest day for which such yield has been so reported  as of the second  Business
Day  preceding the  Settlement  Date with respect to such Called  Principal,  in
Federal  Reserve  Statistical  Release H.15 (519) (or any  comparable  successor
publication) for such U.S. Treasury  security.  The Reinvestment  Yield shall be
rounded to the number of decimal  places as appears in the interest  rate of the
applicable Term Loan.

     "Remaining Life" means, with respect to any Called Principal, the number of
years (calculated to the nearest  one-twelfth year) that will elapse between the
Settlement Date with respect to such Called  Principal and the Initial Term Loan
or Additional Term Loan Maturity Date, as applicable.

     "Settlement  Date" means,  with respect to the Called Principal of any Term
Loan,  the date on which such  Called  Principal  is to be prepaid  pursuant  to
Section 4.5(c) or 4.5(d) or has become or is declared to be immediately  due and
payable pursuant to Section 8.2, as the context requires.

                                       31
<PAGE>

     4.7 Method of Payment;  When  Payments  Deemed Made;  Allocation of Partial
Prepayments.

     (a) The Borrowers will pay all sums becoming due in respect of the Loans by
Federal funds transfer of immediately  available funds to the applicable account
of each Lender as  specified  in Schedule A, or by such other  method or at such
other  address  as such  Lender  shall have from time to time  specified  to the
Parent in writing for such purpose, without the presentation or surrender of any
Note or the making of any notation  thereon.  Any such payment to be made to any
Lender  shall be  deemed  to have been  made on the  Business  Day such  payment
actually becomes available to the Lender at such Lender's bank prior to the 1:00
p.m. (local time in New York City).

     (b) In the case of any  partial  prepayment  of the Loans of any Type,  the
principal  amount  of the Loans of such Type to be  prepaid  shall be  allocated
among all of the Loans of such Type at the time  outstanding in  proportion,  as
nearly as practicable,  to the respective  unpaid principal  amounts thereof not
theretofore prepaid.

     4.8 Payments Due on Non-Business Days.

     Anything herein to the contrary  notwithstanding  (but without limiting the
requirements  of this Section 4 that any date  specified  for  prepayment of the
Loans,  in whole or in part,  shall be a Business Day), any payment of principal
of or Make-Whole Amount or interest on any Loan that is due on a date other than
a  Business  Day  shall  be made on the next  succeeding  Business  Day  without
including the additional days elapsed in the computation of the interest payable
on such next succeeding  Business Day; provided that if the maturity date of any
Loan is a date other than a Business  Day,  the  payment  otherwise  due on such
maturity  date  shall  be made on the next  succeeding  Business  Day and  shall
include the additional  days elapsed in the  computation of interest  payable on
such next succeeding Business Day.

     4.9 Breakage Cost Indemnity.

     (a) The Borrowers  agrees to indemnify each Lender for, and promptly to pay
to each Lender upon the written  request of such Lender (which request shall set
forth in reasonable  detail the  calculation of and basis for any amount claimed
by such Lender under this Section 4.9), any amounts  required to compensate such
Lender for any losses,  costs or expenses  sustained  or incurred by such Lender
(including any loss,  cost or expense  incurred by reason of the  liquidation or
reemployment  of  deposits  or other  funds  acquired  by such Lender to fund or
maintain such Lender's  investment in the Revolving Loans, but excluding loss of
margin for the period after an applicable prepayment) as a consequence of:

     (i) any  event  (including  any  acceleration  of the  Revolving  Loans  in
accordance  with Section 8.2 and any prepayment of the Revolving  Loans pursuant
to Section 4.3, 4.4 or 4.5) that results in such Lender  receiving any amount on
account of the principal of any Revolving  Loan prior to the end of the Interest
Period in effect therefor, or

                                       32
<PAGE>

     (ii) the failure by the Borrowers to pay any amount in respect of a payment
or  prepayment  required to be made  hereunder on the date due in respect of any
Revolving Loan.

     (b) The  provisions of this Section 4.9 shall remain  operative and in full
force and effect  following the final maturity of the Revolving Loans regardless
of (i) the  consummation  of the  transactions  contemplated  hereby,  (ii)  the
repayment of the Revolving Loans,  (iii) any investigation  made by or on behalf
of any Lender,  or (iv) the payment of Breakage  Cost  Indemnity  (except to the
extent such  payment  fully  satisfies  the  Borrowers'  obligations  under this
Section 4.9).

5. CONDITIONS PRECEDENT.

     5.1 Conditions Precedent to Effectiveness.

     The  obligations  of the Lenders to make Loans  hereunder  shall not become
effective  until the date (the  "Closing  Date") on which each of the  following
conditions is satisfied:

     (a) Each Lender shall have  received the  following,  in form and substance
reasonably satisfactory to such Lender and its special counsel:

     (i) this Agreement, duly executed by the Borrowers;

     (ii) each of the following Notes:

     (1) a Mortgage  Note or Notes,  each  substantially  in the form of Exhibit
5.1(a)(ii)(1),  payable to such Lender,  duly  executed by the  Borrowers in the
aggregate  stated amount of such Lender's  Non-Mortgage  Commitment  and in such
denomination(s) as may be specified for such Lender in Schedule A; and

     (2) a Non-Mortgage Note or Notes, each substantially in the form of Exhibit
5.1(a)(ii)(2),  payable to such Lender,  duly  executed by the  Borrowers in the
aggregate  stated  amount  of  such  Lender's  Mortgage  Commitment  and in such
denomination(s) as may be specified for such Lender in Schedule A;

     (iii) an  Assignment  of  Leases  and  Rents  substantially  in the form of
Exhibit 5.1(a)(iii) (the "Assignment of Leases and Rents"), duly executed by the
NYC Property Operating Subsidiaries;

     (iv)  a  Servicing  Agreement  between  the  Servicer  and  the  Borrowers,
substantially  in the form of Exhibit  5.1(a)(iv) (the  "Servicing  Agreement"),
duly executed by the Borrowers;

     (v) a  Mortgage  Agreement  by the  NYC  Property  Operating  Subsidiaries,
substantially  in the form of Exhibit  5.1(a)(v) (the "NYC Property  Mortgage"),
duly executed by the NYC Property Operating Subsidiaries;

                                       33
<PAGE>

     (vi) each of the following  Pledge  Agreements  (collectively,  the "Pledge
Agreements"):

     (1) a Pledge Agreement by the Parent in favor of the Lenders, substantially
in the form of Exhibit  5.1(a)(vi)(1)  (the  "Parent  Pledge  Agreement"),  duly
executed by the Parent;

     (2) a Pledge Agreement by the Green Intermediate Subsidiary in favor of the
Lenders,  substantially in the form of Exhibit  5.1(a)(vi)(2) (the "Green Pledge
Agreement"), duly executed by the Green Intermediate Subsidiary;

     (3) a Pledge Agreement by the Triboro  Intermediate  Subsidiary in favor of
the Lenders,  substantially in the form of Exhibit  5.1(a)(vi)(3)  (the "Triboro
Pledge Agreement"), duly executed by the Triboro Intermediate Subsidiary; and

     (4) a Pledge Agreement by the Jamaica  Intermediate  Subsidiary in favor of
the Lenders,  substantially in the form of Exhibit  5.1(a)(vi)(4)  (the "Jamaica
Pledge Agreement"), duly executed by the Jamaica Intermediate Subsidiary;

     (vii) (1) a Tenant's Estoppel Certificate by the NYC Tenant in favor of the
Lenders,  substantially in the form of Exhibit  5.1(a)(vii)(1),  with respect to
each of the NYC Leases (collectively, the "NYC Tenant's Estoppel Certificates"),
each duly executed by the NYC Tenant and (2) an Agreement,  substantially in the
form  of  Exhibit  5.1(a)(vii)(2),  with  respect  to  each  of the  NYC  Leases
(collectively the "NYC Side Agreements") duly executed by the NYC Tenant and the
applicable NYC Property Operating Subsidiary;

     (viii) an ISDA Master  Agreement,  together  with a related  schedule and a
related confirmation, between the Initial LIBOR Cap Counterparty and the Parent,
substantially in the form of Exhibit  5.1(a)(viii)  (collectively,  the "Initial
LIBOR Cap  Agreement"),  duly executed by the Initial LIBOR Cap Counterparty and
the  Parent,  and  assigned  by the Parent to the LIBOR Cap SPE with the written
consent of the Initial LIBOR Cap Counterparty;

     (ix) a LIBOR Cap  Security  Agreement  by the LIBOR Cap SPE in favor of the
Lenders,  substantially  in the  form of  Exhibit  5.1(a)(ix)  (the  "LIBOR  Cap
Security Agreement"), duly executed by the Parent;

     (x) an opinion of Ruskin Moscou Faltischek, P.C., counsel to the Borrowers,
dated the Closing Date and  covering the matters set forth in Exhibit  5.1(a)(x)
and such other matters as any Lender may reasonably request;

     (xi) an opinion of Day Pitney LLP,  special  counsel to the Lenders,  dated
the Closing Date and covering such matters as any Lender may reasonably request;

     (xii) a report by the Lender Environmental  Consultant with respect to each
NYC Property;

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<PAGE>

     (xiii) such land records, Uniform Commercial Code and other lien, judgment,
litigation  and  tax  records  search  reports  with  respect  to  the  Original
Properties,  the Borrowers,  their  predecessors and other Persons as any Lender
may reasonably request; and

     (xiv) such  certificates  of  officers  and other  representatives  of each
Borrower as any Lender may reasonably request.

     (b)  Uniform  Commercial  Code  financing  statements  against  each of the
Borrowers and the LIBOR Cap SPE, covering all of the Collateral, shall have been
duly filed in the appropriate offices.

     (c) The Assignment of Leases and Rents and the NYC Property  Mortgage shall
have been duly recorded in the appropriate  land records;  and the Lenders shall
have received an ALTA mortgagee  policy of title  insurance (the "Title Policy")
issued by First  American  Title  Insurance  Company (or another  national title
insurance  company  acceptable to the Lenders) in the  aggregate  face amount of
$1,000,000,  insuring the NYC Property Mortgage to be, as of the Closing Date, a
valid first-priority lien on each NYC Property Operating Subsidiary's respective
fee simple interest in the NYC Properties  (including any easements  appurtenant
thereto)  subject only to the NYC  Property  Permitted  Liens.  The Title Policy
shall contain such endorsements as the Lenders may reasonably require.

     (d) Separate  Private  Placement  Numbers issued by Standard & Poor's CUSIP
Service  Bureau (in  cooperation  with the SVO) shall have been obtained for the
Mortgage Notes and the Non-Mortgage Notes.

     (e) All fees and other amounts due and payable on the Closing Date pursuant
to Section 9.2(a) shall have been paid.

     (f) Each Lender shall have received  evidence  satisfactory  to it that the
shareholder approvals,  the mergers contemplated by the Merger Agreement and the
related   transactions   described  in  the  Proxy  Statement  as  part  of  the
Reorganization  shall have been  obtained  and  consummated  as described in the
Proxy Statement.

     (g) Each Lender shall have received  evidence  satisfactory  to it that the
Debt in favor of Commerce  Bank,  N.A.  described in Schedule  6.1(p) shall have
been satisfied in full and the Liens securing such Debt shall have been released
or will be released in connection with the closing hereunder.

     (h)  All  corporate,  limited  liability  company,  partnership  and  other
proceedings  in  connection  with  the   Reorganization   and  the  transactions
contemplated by the Loan Documents and all documents and instruments incident to
such  transactions  shall be  satisfactory  to the  Lenders  and  their  special
counsel,  and each Lender and such special  counsel shall have received all such
counterpart  originals or certified or other copies of such  documents as may be
requested.

     (i) The  Borrowers  shall have  delivered  or caused to be delivered to the
Lenders such  financial,  business,  legal and other  information  regarding any


                                       35
<PAGE>

Borrower, or as to the legality,  validity,  binding effect or enforceability of
the Loan Documents, as any Lender shall have reasonably requested.

     5.2 Conditions Precedent to all Loans.

     The obligation of any Lender to make any Loan, including the Mortgage Loans
and Initial Term Loans and any  Revolving  Loans on the Closing  Date,  shall be
subject to the  conditions  precedent  that,  on the date of such Loan and after
giving effect thereto:

     (a) The following  statements  shall be true (and each of the giving of the
applicable  Funding  Notice with respect to such Loan and the  acceptance of the
proceeds of such Loan without prior  correction by or on behalf of the Borrowers
shall  constitute  a  representation  and  warranty  by each  Borrower as to the
representations  and  warranties  made by such Borrower that on the date of such
Loan such statements are true):

     (i) the  representations  and  warranties  of each  Borrower  contained  in
Section 6.1 are correct in all  material  respects on and as of the date of such
Loan,  before and after giving effect to such Loan and to the application of the
proceeds  therefrom,  as  though  made on and as of such  date,  except  for any
representations  and warranty that speaks of a particular date (including  those
in Section 6.1(f) with respect to financial statements),  which shall be true on
and as of such particular date;

     (ii) no Default and no Event of Default has occurred and is  continuing  on
or as of the  date of such  Loan or  would  result  from  such  Loan or from the
application of the proceeds thereof; and

     (iii) the making of such Loan would not cause the Available  Commitments or
the Aggregate  Non-Mortgage  Commitment Amount or the Mortgage Commitments to be
exceeded.

     (b) In the case of any Revolving  Loan,  the Parent shall have  delivered a
Funding  Notice to each  Lender  not less than five  Business  Days prior to the
applicable  Revolving Loan Funding Date,  specifying such Revolving Loan Funding
Date, the aggregate  Funding Amount of the Revolving Loans to be advanced by the
Lenders  on such  Revolving  Loan  Funding  Date and the  Funding  Amount  to be
advanced by each Lender on such Revolving Loan Funding Date.

     (c) In the  case  of any  Additional  Term  Loan,  the  Parent  shall  have
delivered a Conversion Notice to each Lender in accordance with Section 3.4(b).

6. REPRESENTATIONS AND WARRANTIES.

     6.1 Borrowers.

     Each Borrower represents and warrants to each Lender as follows:

                                       36
<PAGE>

     (a) The  shareholder  approvals,  the  mergers  contemplated  by the Merger
Agreement and the related transactions  described in the Proxy Statement as part
of the  Reorganization  have been obtained and  consummated  as described in the
Proxy Statement.

     (b) Organization;  Power and Authority. Each Borrower is a corporation or a
limited liability company duly organized,  validly existing and in good standing
under  the  laws of its  jurisdiction  of  organization,  and,  insofar  as such
concepts are  applicable to it, is duly  qualified as a foreign Person and is in
good standing in each  jurisdiction in which such  qualification  is required by
law, other than those  jurisdictions  as to which the failure to be so qualified
or in good standing could not,  individually or in the aggregate,  reasonably be
expected to have a Material  Adverse  Effect.  Each  Borrower  has the power and
authority to own or hold under lease the  properties  it purports to own or hold
under lease, to transact the business it transacts and proposes to transact,  to
execute and deliver each Loan Document to which it is or is to be a party and to
perform the provisions of each such Loan Document.

     (c) Authorization,  etc. Each Loan Document has been duly authorized by all
necessary  action  on the  part  of  each  Borrower  that is or is to be a party
thereto, and each such Loan Document constitutes, or upon execution and delivery
thereof will constitute,  its legal, valid and binding  obligation,  enforceable
against it in accordance with its terms,  except as such  enforceability  may be
limited by (i) applicable bankruptcy, insolvency, reorganization,  moratorium or
other similar laws affecting the enforcement of creditors'  rights generally and
(ii) general principles of equity (regardless of whether such  enforceability is
considered in a proceeding in equity or at law).

     (d) Disclosure. The Loan Documents and the documents, certificates or other
writings delivered to the Lenders by or on behalf of the Borrowers in connection
with the  transactions  contemplated  by the Loan  Documents  and  identified in
Schedule  6.1(d),  the financial  statements  listed in Schedule  6.1(f) and the
Proxy  Statement (the Loan Documents and such  documents,  certificates or other
writings,  such  financial  statements  delivered  to the  Lenders and the Proxy
Statement being referred to, collectively, as the "Disclosure Documents"), taken
as a whole,  do not contain any untrue  statement of a material  fact or omit to
state any material fact necessary to make the statements  therein not misleading
in light of the circumstances  under which they were made. Since the date of the
most recent of such audited  financial  statements,  there has been no change in
the financial condition,  operations,  business,  properties or prospects of the
Borrowers and their Subsidiaries,  taken as a whole, except changes disclosed in
the  Proxy  Statement  or  that  individually  or in  the  aggregate  could  not
reasonably be expected to have a Material Adverse Effect. There is no fact known
to any Senior  Responsible  Officer of any  Borrower  that could  reasonably  be
expected  to have a Material  Adverse  Effect that has not been set forth in the
Disclosure Documents.

     (e) Organization and Ownership of Shares of Subsidiaries; Affiliates.

     (i)  Schedule  6.1(e)  contains  complete  and  correct  lists  (A) of each
Borrower's  Subsidiaries,  showing,  as to each  Subsidiary,  the  correct  name
thereof,  the jurisdiction of its organization,  and the percentage of shares of
each class of its capital stock or similar equity interests outstanding owned by
each  Borrower and each other  Subsidiary,  (B) of each  Borrower's  Affiliates,


                                       37
<PAGE>

other than  Subsidiaries,  and (C) of each  Borrower's  directors,  managers and
senior officers.

     (ii) All of the  outstanding  shares  of  capital  stock  or  other  equity
interests  of each  Subsidiary  shown in  Schedule  6.1(e) as being owned by any
Borrower  and its  Subsidiaries  have been  validly  issued,  are fully paid and
nonassessable  and are owned by such Borrowers or Subsidiaries free and clear of
any  Lien  other  than  Liens  created  by  the  Loan  Documents   securing  the
Obligations.

     (iii) Each  Subsidiary  identified in Schedule  6.1(e) is a corporation,  a
limited  partnership,  a limited  liability  company or another legal entity (as
indicated  in  such  Schedule)  duly  organized,  validly  existing  and in good
standing  under  the  laws  of its  jurisdiction  of  organization,  and is duly
qualified  as a foreign  corporation,  limited  partnership,  limited  liability
company or other legal entity and is in good  standing in each  jurisdiction  in
which such  qualification is required by law, other than those  jurisdictions as
to  which  the  failure  to be so  qualified  or in  good  standing  would  not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse  Effect.  Each such Subsidiary has the corporate,  partnership,  limited
liability  company or other power and  authority  to own or hold under lease the
properties  it purports to own or hold under lease and to transact  the business
it transacts and proposes to transact.

     (f) Financial Statements; Material Liabilities. The Parent has delivered to
the Lenders copies of the financial statements listed in Schedule 6.1(f) and, in
the case of this  representation  and  warranty  being  made  after the  initial
Funding Date, the Borrowers  have, to the extent required by Section 7.16(a) and
7.16(b),  delivered  or caused to be  delivered  to the Lenders  the  applicable
financial  statements  required  by  such  Section(s).  All  of  such  financial
statements  (including  in each case the  related  schedules  and notes)  fairly
present in all material respects the financial position of the Persons indicated
therein as of the  respective  dates  specified in such Schedule or specified in
such financial statements and the results of their operations and cash flows for
the  respective  periods so specified and have been prepared in accordance  with
Statements  on  Standards  for  Accounting  and  Review  Services  issued by the
American  Institute  of  Certified  Public  Accountants   consistently   applied
throughout  the  periods  involved  except  as set  forth in the  notes  thereto
(subject,  in the case of any interim financial  statements,  to normal year-end
adjustments).  The Borrowers do not have any Material  liabilities  that are not
disclosed in such financial  statements or otherwise disclosed in the Disclosure
Documents or in Schedule 6.1(p).

     (g) Compliance with Laws, Other Instruments,  etc. The execution,  delivery
and  performance by the Borrowers of the Loan Documents will not (i) contravene,
result  in any  breach  of, or  constitute  a  default  under,  or result in the
creation  of any  Lien  (other  than the  Liens  created  by the Loan  Documents
securing the  Obligations) in respect of any property of any Borrower under, any
indenture,  mortgage, deed of trust, loan, purchase or credit agreement,  lease,
corporate  charter or by-laws,  or any other agreement or instrument to which it
is bound or by which it or any of its properties may be bound or affected,  (ii)
conflict  with  or  result  in a  breach  of  any of the  terms,  conditions  or
provisions of any order, judgment, decree, or ruling of any court, arbitrator or
Governmental Authority applicable to any Borrower or (iii) violate any provision


                                       38
<PAGE>

of any  statute  or  other  rule or  regulation  of any  Governmental  Authority
applicable to any Borrower.

     (h) Governmental Authorizations, etc. No consent, approval or authorization
of, or registration,  filing or declaration with, any Governmental  Authority is
required  in  connection  with the  execution,  delivery or  performance  by any
Borrower  of any  Loan  Document  other  than  such as has been  obtained  prior
thereto.

     (i) Litigation;  Observance of Agreements,  Statutes and Orders.  Except as
disclosed on Schedule 6.1(i) or in the notes to the financial  statements listed
on Schedule 6.1(f), there are no actions,  suits,  investigations or proceedings
pending or, to the knowledge of any Senior Responsible  Officer of any Borrower,
threatened in writing  against or affecting any Borrower or its  Subsidiaries or
any  property  of any  Borrower or its  Subsidiaries  in any court or before any
arbitrator  of any  kind  or  before  or by  any  Governmental  Authority  that,
individually  or in the  aggregate,  could  reasonably  be  expected  to  have a
Material  Adverse Effect.  Neither any Borrower nor any Subsidiary is in default
under any term of any agreement or instrument to which it is a party or by which
it is bound, or any order, judgment,  decree or ruling of any court,  arbitrator
or Governmental  Authority, or is in violation of any applicable law, ordinance,
rule or regulation (including  Environmental Laws or the USA Patriot Act) of any
Governmental  Authority,  which  default or  violation,  individually  or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

     (j) Taxes.  Each of the Borrowers and their  respective  Subsidiaries  have
filed all tax returns that are  required to have been filed in any  jurisdiction
except as set forth in Schedule 6.1(j),  and have paid all taxes shown to be due
and payable on such returns and all other taxes and assessments levied upon them
or their respective properties, assets, income or franchises, to the extent such
taxes and  assessments  have  become due and payable and before they have become
delinquent,  except for any taxes and assessments (i) the amount of which is not
individually or in the aggregate  Material or (ii) the amount,  applicability or
validity of which is  currently  being  contested  in good faith by  appropriate
proceedings  and with respect to which the affected  Borrower or Subsidiary  has
established  adequate  reserves in accordance with GAAP. The Senior  Responsible
Officers  of the  Borrowers  do not  know  of any  basis  for any  other  tax or
assessment,   including  those  referred  to  in  Schedule  6.1(j),  that  could
reasonably be expected to have a Material Adverse Effect. The charges,  accruals
and reserves on the books of the Borrowers and their respective  Subsidiaries in
respect of federal, state or other taxes for all fiscal periods are adequate.

     (k) Title to Property;  Leases.  The Borrowers and their  Subsidiaries have
good and marketable title to the real properties owned by them and have good and
sufficient  title to their other respective  properties that  individually or in
the aggregate are Material,  including all such properties reflected in the most
recent audited balance sheet of each Person referred to in Schedule  6.1(f),  in
each case free and clear of Liens prohibited  hereby.  All of the NYC Leases are
valid and in full force and effect and all other leases that  individually or in
the aggregate are Material are valid and in full force and effect.

     (l)  Licenses,  Permits,  etc. Each  Borrower and its  Subsidiaries  own or
possess all licenses, permits, franchises, authorizations,  patents, copyrights,


                                       39
<PAGE>

proprietary  software,  service  marks,  trademarks  and trade names,  or rights
thereto,  that  individually  or in the aggregate  are  Material,  without known
conflict with the rights of others that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

     (m) ERISA.

     (i) Schedule 6.1(m)(i) contains a list of each Former Plan.

     (ii) Schedule 6.1(m)(ii) contains a list of each Multiemployer Plan.

     (iii) Schedule 6.1(m)(iii) contains a list of each Plan.

     (iv) With respect to each Multiemployer  Plan, the Borrowers have delivered
to the Initial  Lenders  true,  accurate  and  complete  copies of: (a) the most
current  letter  from each  such  Multiemployer  Plan  stating  the  "withdrawal
liability"  under  part 1 of  Subtitle E of Title IV of ERISA if, as of the date
thereof,  the  Borrowers  or any ERISA  Affiliate  were to engage in a "complete
withdrawal" (as defined in section 4203 of ERISA) or a "partial  withdrawal" (as
defined  in section  4205 of ERISA);  and (b) any  responses  to such  letter on
behalf of any Borrower or ERISA Affiliate.

     (v) With  respect  to each  Former  Plan,  no  Borrower  has  incurred,  or
reasonably  expects to incur,  any liability  under Title I or Title IV of ERISA
that could reasonably be expected to result in a Material Adverse Effect.

     (vi) With respect to each Plan, (a) the Borrowers and each ERISA  Affiliate
have operated and administered  each such Plan in compliance with all applicable
laws  except  where any such  noncompliance  has not  resulted  in and could not
reasonably be expected to result in a Material  Adverse Effect;  (b) neither the
Borrowers nor any ERISA Affiliate has incurred any liability pursuant to Title I
or IV of ERISA,  or the penalty or excise tax provisions of the Code relating to
employee  benefit plans (as defined in section 3 of ERISA) that could reasonably
be expected to result in a Material Adverse Effect; (c) no event, transaction or
condition has occurred or exists that could  reasonably be expected to result in
the incurrence of any such liability by any Borrower or any ERISA Affiliate,  or
in the imposition of any Lien on any of the rights,  properties or assets of any
Borrower or any ERISA  Affiliate,  in either  case  pursuant to Title I or IV of
ERISA or to such penalty or excise tax  provisions  of the Code or ERISA,  which
liability or Lien in any such case could  reasonably  be expected to result in a
Material Adverse Effect.

     (vii) To the Borrowers'  knowledge,  the aggregate  withdrawal liability of
the  Borrowers  and their ERISA  Affiliates  with  respect to all  Multiemployer
Plans,  determined as if a "complete  withdrawal" (as defined in section 4203 of
ERISA) had  occurred on the date  hereof,  does not exceed $45  million.  To the
Borrowers'  knowledge,  no Multiemployer  Plan is insolvent or in reorganization
within the meaning of section 4241 or 4245 of ERISA.

     (viii)  There are no  unfunded  liabilities  for  retiree  medical and life
insurance  benefits or any other  post-retirement  benefits  other than pensions
arising  under any  "welfare  benefit  plan" (as such term is defined in Section


                                       40
<PAGE>

3(1) of ERISA) for which any Borrower  could be liable that could  reasonably be
expected to result in a Material Adverse Effect.

     (ix) The execution and delivery of the Loan Documents and the making of the
Loans to the Borrowers will not involve any  transaction  that is subject to the
prohibitions  of section 406(a) of ERISA or in connection with which a tax could
be imposed pursuant to section  4975(c)(1)(A)-(D) of the IRC. The representation
of the  Borrowers in the first  sentence of this Section  6.1(m)(ix)  is made in
reliance  upon and subject to the accuracy of each  Lender's  representation  in
Section  6.2(b) as to the sources of the funds used to make the Loans to be made
by such Lender.

     (n) Private Offering.  Neither any Borrower nor anyone acting on its behalf
has  offered the Loans or the Notes or any  similar  Securities  for sale to, or
solicited  any offer to buy any of the same from,  or  otherwise  approached  or
negotiated in respect  thereof with, any Person other than the Lenders.  Neither
any Borrower nor anyone acting on its behalf has taken, or will take, any action
that would  subject the making of the Loans or the  issuance of the Notes to the
registration  requirements  of  section  5 of  the  Securities  Act  or  to  the
registration  requirements  of any securities or blue sky laws of any applicable
jurisdiction.

     (o) Use of  Proceeds;  Margin  Regulations.  The  Borrowers  will apply the
proceeds of the Loans  directly or  indirectly  to redeem  capital  stock of the
Parent,  to acquire  properties and make business  acquisitions  consistent with
Section 7.14, to make earnings and profits  distributions  to holders of capital
stock of the Parent and for general corporate  purposes,  including,  insofar as
consistent  with Section 7.14,  providing  working capital to their existing and
any new  subsidiaries.  No part of the  proceeds  from the  Loans  will be used,
directly or  indirectly,  for the purpose of buying or carrying any margin stock
within the  meaning of  Regulation  U of the Board of  Governors  of the Federal
Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading
in any securities  under such  circumstances  as to involve it in a violation of
Regulation  X of such Board (12 CFR 224) or to involve any broker or dealer in a
violation  of  Regulation  T of such Board (12 CFR 220).  Margin  stock does not
constitute more than 5% of the value of the consolidated assets of the Borrowers
and Subsidiaries and the Borrowers do not have any present intention that margin
stock will constitute more than 5% of the value of such assets.  As used in this
Section, the terms "margin stock" and "purpose of buying or carrying" shall have
the meanings assigned to them in such Regulation U.

     (p) Debt and Liens.  Schedule 6.1(p) sets forth a complete and correct list
of all outstanding  Debt of the Borrowers and their  Subsidiaries as of the date
indicated  therein  (including  a  description  of the  obligors  and  obligees,
principal amount outstanding and collateral  therefor,  if any, and any Guaranty
thereof,  and a description of any Liens  securing such Debt),  since which date
there has been no Material change in the amounts, interest rates, sinking funds,
installment  payments  or  maturities  of the Debt of the  Borrowers  and  their
Subsidiaries.  Other than as set forth in Schedule 6.1(p),  neither any Borrower
nor any  Subsidiary  is in default and no waiver of such default is currently in
effect,  in the payment of any principal or interest on any Debt of any Borrower
or Subsidiary  and no event or condition  exists with respect to any Debt of any
Borrower or  Subsidiary  that would  permit (or that with notice or the lapse of
time,  or both,  would  permit) one or more Persons to cause such Debt to become
due and payable  before its stated  maturity or before its  regularly  scheduled
dates of  payment.  Neither  any  Borrower  nor any  Subsidiary  has  agreed  or
consented to cause or permit in the future (upon the  happening of a contingency
or otherwise) any of its property,  whether now owned or hereafter acquired,  to
be subject to a Lien not permitted by Section 7.12. Neither any Borrower nor any


                                       41
<PAGE>

Subsidiary is a party to, or otherwise  subject to any  provision  contained in,
any  instrument  evidencing  Debt, any agreement  relating  thereto or any other
agreement (including its charter or other  organizational  document) that limits
the amount of, or otherwise  imposes  restrictions  on the incurring of, Debt of
such Borrower or Subsidiary.

     (q) Foreign  Assets  Control  Regulations,  etc.  Neither the making of the
Loans hereunder nor the Borrowers' use of the proceeds  thereof will violate the
Trading  with the Enemy Act, as amended,  or any of the foreign  assets  control
regulations  of the United  States  Treasury  Department  (31 CFR,  Subtitle  B,
Chapter V, as amended) or any enabling  legislation or executive  order relating
thereto.  Neither any Borrower nor any Subsidiary  (i) is a Person  described or
designated in the Specially Designated Nationals and Blocked Persons List of the
Office of Foreign Assets Control or in section 1 of the Anti-Terrorism  Order or
(ii) to the knowledge of the Borrowers,  engages in any dealings or transactions
with any such Person.  The  Borrowers and their  Subsidiaries  are in compliance
with the USA Patriot Act. No part of the  proceeds  from the Loans will be used,
directly  or  indirectly,  for any  payments  to any  governmental  official  or
employee,  political  party,  official  of  a  political  party,  candidate  for
political  office,  or anyone else acting in an official  capacity,  in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
in all cases that such Act applies to the Borrowers and their Subsidiaries.

     (r) Status under Certain Statutes.  Neither any Borrower nor any Subsidiary
is subject to regulation  under the Investment  Company Act of 1940, as amended,
the Public Utility Holding Company Act of 1935, as amended,  the ICC Termination
Act of 1995, as amended, or the Federal Power Act, as amended.

     (s) Solvency. Each Borrower is Solvent.

     (t)  Environmental  Matters.  No Borrower has knowledge of any claim or has
received any notice of any claim, and no proceeding has been instituted  raising
any claim against it or any of its  Subsidiaries or any of their respective real
properties  or other assets now or formerly  owned,  leased or operated by it or
any of its Subsidiaries,  alleging any damage to the environment or violation of
any Environmental  Laws, except for (i) such claims and matters as are disclosed
on  Schedule  6.1(t) and (ii) such  other  matters  as, in each case,  could not
reasonably be expected to result in a Material  Adverse Effect.  No Borrower has
knowledge of any facts that would give rise to any claim,  public or private, of
violation of  Environmental  Laws or damage to the  environment  emanating from,
occurring  on or in any way related to real  properties  now or formerly  owned,
leased or operated by it or any of its  Subsidiaries or to other assets or their
use, except,  in each case, such as are disclosed on Schedule 6.1(t) or as could
not reasonably be expected to result in a Material  Adverse Effect.  Neither any
Borrower  nor  any  Subsidiary  has  stored  any  Hazardous  Materials  on  real
properties  now or  formerly  owned,  leased or  operated by it, and neither any
Borrower nor any Subsidiary has disposed of any Hazardous  Materials in a manner
contrary  to any  Environmental  Laws,  in each case in any  manner  that  could
reasonably  be  expected  to  result in a  Material  Adverse  Effect,  except as
disclosed on Schedule  6.1(t).  All buildings on all real  properties now owned,


                                       42
<PAGE>

leased  or  operated  by any  Borrower  or  Subsidiary  are in  compliance  with
applicable  Environmental  Laws, except as disclosed on Schedule 6.1(t) or where
failure  to comply  could not  reasonably  be  expected  to result in a Material
Adverse Effect.  Schedule 6.1(f)  accurately  describes the nature and extent of
the matters described therein and, to the Borrowers' knowledge, the magnitude of
the Borrowers' potential liability with respect thereto.

     6.2 Lenders.

     Each  Lender,  severally  but not jointly,  represents  and warrants to the
Borrowers that:

     (a) Loans Made for  Investment.  Such Lender is  investing in the Loans and
the Notes for its own account or for one or more separate accounts maintained by
such  Lender or for the  account of one or more  pension or trust  funds and not
with a view to the distribution  thereof;  provided that the disposition of such
Lender's  property  shall at all times be within  such  Lender's  control.  Each
Lender  understands  that  neither the Loans nor the Notes have been  registered
under the  Securities  Act and may be resold only if registered  pursuant to the
provisions  of  the  Securities  Act or if an  exemption  from  registration  is
available,  except under  circumstances where neither such registration nor such
an  exemption  is required by law,  and that the  Borrowers  are not required to
register the Loans or the Notes.

     (b)  Source  of  Funds.  At least  one of the  following  statements  is an
accurate  representation  as to each source of funds (a  "Source") to be used by
such Lender to make the Loans to be made by such Lender hereunder:

     (i) the Source is an "insurance  company  general  account" (as the term is
defined in the  United  States  Department  of  Labor's  Prohibited  Transaction
Exemption  ("PTE") 95-60) in respect of which the reserves and  liabilities  (as
defined by the annual  statement for life  insurance  companies  approved by the
National  Association of Insurance  Commissioners (the "NAIC Annual Statement"))
for the general account contract(s) held by or on behalf of any employee benefit
plan  together with the amount of the reserves and  liabilities  for the general
account  contract(s)  held by or on behalf of any other  employee  benefit plans
maintained by the same  employer (or affiliate  thereof as defined in PTE 95-60)
or by the same employee organization in the general account do not exceed 10% of
the total reserves and liabilities of the general account (exclusive of separate
account  liabilities)  plus  surplus as set forth in the NAIC  Annual  Statement
filed with such Lender's state of domicile; or

     (ii)  the  Source  is a  separate  account  that is  maintained  solely  in
connection  with such Lender's  fixed  contractual  obligations  under which the
amounts  payable,  or  credited,  to any  employee  benefit plan (or its related
trust) that has any interest in such separate  account (or to any participant or
beneficiary  of such plan  (including  any  annuitant))  are not affected in any
manner by the investment performance of the separate account; or

     (iii)  the  Source is  either  (A) an  insurance  company  pooled  separate
account,  within  the  meaning of PTE 90-1 or (B) a bank  collective  investment
fund,  within the meaning of the PTE 91-38 and no employee benefit plan or group


                                       43
<PAGE>

of plans maintained by the same employer or employee  organization  beneficially
owns more than 10% of all assets  allocated to such pooled  separate  account or
collective investment fund; or

     (iv) the Source  constitutes  assets of an  "investment  fund"  (within the
meaning of Part V of PTE 84-14 (the "QPAM  Exemption"))  managed by a "qualified
professional  asset manager" or "QPAM" (within the meaning of Part V of the QPAM
Exemption);  no  employee  benefit  plan's  assets  that  are  included  in such
investment  fund,  when combined with the assets of all other  employee  benefit
plans  established or maintained by the same employer or by an affiliate (within
the meaning of section V(c)(1) of the QPAM Exemption) of such employer or by the
same  employee  organization  and managed by such QPAM,  exceed 20% of the total
client assets  managed by such QPAM,  the conditions of Part I(c) and (g) of the
QPAM  Exemption  are  satisfied,  neither the QPAM nor a person  controlling  or
controlled by the QPAM  (applying the definition of "control" in Section V(e) of
the  QPAM  Exemption)  owns a 5% or  more  interest  in the  Parent  and (i) the
identity  of such QPAM and (ii) the names of all  employee  benefit  plans whose
assets are included in such investment fund have been disclosed to the Parent in
writing pursuant to this clause (iv); or

     (v) the Source  constitutes  assets of a  "plan(s)"  (within the meaning of
section IV of PTE 96-23 (the "INHAM  Exemption"))  managed by an "in-house asset
manager" or "INHAM" (within the meaning of Part IV of the INHAM Exemption);  the
conditions  of Part  I(a),  (g) and (h) of the INHAM  Exemption  are  satisfied,
neither the INHAM nor a person  controlling or controlled by the INHAM (applying
the definition of "control" in Section IV(d) of the INHAM  Exemption)  owns a 5%
or more  interest in the Parent and (i) the  identity of such INHAM and (ii) the
name(s) of the employee benefit plan(s) whose assets  constitute the Source have
been disclosed to the Parent in writing pursuant to this clause (v); or

     (vi) the Source is a governmental plan; or

     (vii) the  Source is one or more  employee  benefit  plans,  or a  separate
account or trust fund comprised of one or more employee  benefit plans,  each of
which has been  identified  to the Parent in  writing  pursuant  to this  clause
(vii); or

     (viii) the Source does not include  assets of any  employee  benefit  plan,
other than a plan exempt from the coverage of ERISA.

     As used  in  this  Section  6.2(b),  the  terms  "employee  benefit  plan,"
"governmental  plan" and "separate  account" shall have the respective  meanings
assigned to such terms in section 3 of ERISA.

     (c) Such Lender has not engaged or made any commitment to or agreement with
any broker or finder in connection  with the  transactions  contemplated  by the
Loan Documents.

                                       44
<PAGE>

7. COVENANTS.

     7.1 Debt Service Coverage.

     The Borrowers will not permit the ratio (the "Debt Service Coverage Ratio")
of (a)  Consolidated  Net  Operating  Income for any period of four  consecutive
Fiscal  Quarters to (b)  Consolidated  Debt Service for such period,  to be less
than 1.3 to 1.0.

     7.2 Unsecured Debt Service Coverage.

     The Borrowers will not permit the ratio of (a)  Consolidated  Net Operating
Income  from  Unencumbered  Assets  for any  period of four  consecutive  Fiscal
Quarters to (b) Consolidated  Unsecured Debt Service for such period, to be less
than 1.3 to 1.0.

     7.3 Leverage.

     The  Borrowers  will not permit the ratio of (a)  Consolidated  Debt at any
time to (b) Total Assets Value at such time, to be greater than 0.6 to 1.0.

     7.4 Unencumbered Assets.

     The Borrowers  will not permit the ratio of (a) Total  Unencumbered  Assets
Value at any time to (b)  Consolidated  Unsecured  Debt at such time, to be less
than 1.5 to 1.0.

     7.5 Avis Property.

     (a)  The  Avis  Property  Operating  Subsidiary  shall  at all  times  be a
Wholly-Owned  Subsidiary  of the  Parent  and shall at all  times  have good and
indefeasible fee simple title to the Avis Property,  free and clear of all liens
other than Permitted Liens.

     (b) The Parent will not permit Avis Property Debt to exceed  $14,400,000 at
any time.

     7.6 Ownership and Pledges of Interests.

     (a)  Subject to Section  7.11,  the Parent  shall at all times  legally and
beneficially  own (and  there  shall  at all  times be  pledged  to the  Lenders
pursuant  to the  Parent  Pledge  Agreement)  100%  of  the  Interests  in  each
Intermediate Subsidiary.

     (b) The  Green  Intermediate  Subsidiary  shall at all  times  legally  and
beneficially  own (and  there  shall  at all  times be  pledged  to the  Lenders
pursuant to the Green  Pledge  Agreement)  100% of the  Interests  in each Green
Operating Subsidiary.

     (c) The  Triboro  Intermediate  Subsidiary  shall at all times  legally and
beneficially  own (and  there  shall  at all  times be  pledged  to the  Lenders
pursuant to the Triboro Pledge  Agreement)  100% of the Interests in the Triboro
Operating Subsidiary.

                                       45
<PAGE>

     (d) The  Jamaica  Intermediate  Subsidiary  shall at all times  legally and
beneficially  own (and  there  shall  at all  times be  pledged  to the  Lenders
pursuant to the Jamaica Pledge  Agreement)  100% of the Interests in the Jamaica
Operating Subsidiary.

     7.7 Ownership of NYC Properties.

     (a) The First Green Operating  Subsidiary  shall at all times have good and
indefeasible fee simple title to the First Green Property, free and clear of all
liens other than NYC Property Permitted Liens.

     (b) The Second Green Operating  Subsidiary shall at all times have good and
indefeasible  fee simple title to the Second Green  Property,  free and clear of
all liens other than NYC Property Permitted Liens.

     (c) The  Triboro  Operating  Subsidiary  shall at all  times  have good and
indefeasible  fee simple  title to the Triboro  Property,  free and clear of all
liens other than NYC Property Permitted Liens.

     (d) The  Jamaica  Operating  Subsidiary  shall at all  times  have good and
indefeasible  fee simple  title to the Jamaica  Property,  free and clear of all
liens other than NYC Property Permitted Liens.

     7.8 NYC Property Operating Subsidiaries.

     The Parent will not permit any NYC Property Operating Subsidiary to, and no
NYC Property Operating Subsidiary will:

     (a) engage in any business or other  activities other than the ownership of
its NYC  Property,  the  leasing  of such NYC  Property  to the NYC  Tenant  and
activities directly related to such ownership and leasing;

     (b) at any time have any Debt or other  indebtedness other than (i) Debt or
other indebtedness owed to the Lenders and the Servicer under the Loan Documents
or (ii) trade indebtedness (but not Debt), not exceeding $1,000,000 in aggregate
unpaid  amount at any time,  arising in the  ordinary  course of its business as
described in the foregoing clause (a);

     (c) have any Subsidiary;

     (d) make or have any  Investments  other  than (i)  Investments  in its NYC
Property  and other  Investments  directly  associated  with the  ownership  and
leasing of its NYC Property and (ii) Investments in cash and Cash Equivalents;

     (e) have any employees;

     (f) without the prior written consent of the Required Lenders,  which shall
not be unreasonably withheld,  amend, modify, terminate or fail to comply in all
material  respects with the  provisions  of its  certificate  of formation,  its
limited liability company agreement or any similar organizational document;

                                       46
<PAGE>

     (g) except  pursuant to the Loan  Documents,  commingle its funds or assets
with  assets  of, or pledge  its assets  with or for,  any other  members of the
Consolidated  Group or any other Person (it being agreed and understood that the
making of distributions,  properly  accounted for, by any NYC Property Operating
Subsidiary to or at the  discretion of its sole member shall not be deemed to be
contrary to the provisions of this clause (g));

     (h) fail to  maintain  its  records,  books of  account  and bank  accounts
separate and apart from those of other members of the Consolidated Group and all
other Persons;

     (i)  maintain  its  assets  in such a  manner  that it  will be  costly  or
difficult to segregate,  ascertain or identify its individual  assets from those
of any of other  members of the  Consolidated  Group and all other  Persons  (it
being agreed and understood  that neither  compliance with the provisions of the
Servicing  Agreement  nor  the  making  of  distributions  by any  NYC  Property
Operating  Subsidiary  to or at the direction of its sole member shall be deemed
to be contrary to the provisions of this clause (i));

     (j)  except  pursuant  to  the  Loan  Documents,  hold  itself  out  to  be
responsible for the debts of another Person or pay another Person's  liabilities
out of its own funds;

     (k) fail either to hold itself out to the public as a legal Person separate
and distinct from any other Person or to conduct its business  solely in its own
name,  in order not (i) to  mislead  others as to the  identity  with which such
other party is transacting  business,  or (ii) to suggest that it is responsible
for  the  debts  of  any  third  party  (including  any  other  members  of  the
Consolidated Group or any Affiliate thereof); or

     (l) fail to maintain adequate capital for the normal obligations reasonably
foreseeable  in a  business  of its  size  and  character  and in  light  of its
contemplated business operations.

     7.9 LIBOR Cap.

     The LIBOR Cap SPE shall at all times  prior to  termination  in full of the
Commitments maintain in full force and effect an Acceptable LIBOR Cap Agreement,
all of the LIBOR Cap SPE's right, title and interest in which shall at all times
be subject to the LIBOR Cap Security Agreement.

     7.10 REIT Status.

     The Parent shall elect REIT status in  accordance  with the IRC at the time
of filing its federal income tax returns for the year ending  December 31, 2007.
The  Parent  shall  at all  times be a REIT or,  prior to its  election  of REIT
status, an entity organized and operated in conformity with the requirements for
qualification  as a REIT; and,  following the Parent's  election of REIT status,
each Subsidiary  Borrower shall at all times be a "qualified REIT subsidiary" as
defined  in the  IRC.  The  Parent  and each of its  Subsidiaries  that is not a
"qualified  REIT  Subsidiary"  shall  make the  appropriate  elections  for such
Subsidiary to be treated as a "taxable REIT subsidiary", as defined in the IRC.

                                       47
<PAGE>

     7.11 Merger, Consolidation, Etc.

     No Borrower will  consolidate  with or merge with any other Person or sell,
lease, assign,  transfer or dispose of all or substantially all of its assets in
a single transaction or series of transactions with any Person unless:

     (a) the  successor  formed by such  consolidation  or the  survivor of such
merger or the Person that acquires all or substantially all of the assets of the
Borrower,  as  the  case  may  be,  shall  be  a  solvent  corporation,  limited
partnership or limited  liability  company organized and existing under the laws
of the United States or any State thereof  (including the District of Columbia),
and,  if a Borrower  is not such  corporation,  limited  partnership  or limited
liability  company,  (i)  such  corporation,   limited  partnership  or  limited
liability  company  shall  have  executed  and  delivered  to  each  Lender  its
assumption of the due and punctual  performance  and observance of each covenant
and  condition  of the Loan  Documents  and (ii)  such  corporation  or  limited
liability company shall have caused to be delivered to each Lender an opinion of
independent  counsel  reasonably  satisfactory to the Required  Lenders,  to the
effect  that  all  agreements  or  instruments  effecting  such  assumption  are
enforceable in accordance with their terms and comply with the terms hereof; and

     (b)  immediately  before  and  immediately  after  giving  effect  to  such
transaction,  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing.

     No  such  sale,   lease,   assignment  or  other   disposition  of  all  or
substantially all of the assets of a Borrower shall have the effect of releasing
such  Borrower or any  successor  corporation,  limited  partnership  or limited
liability  company  that  shall  theretofore  have  become  such  in the  manner
prescribed in this Section 7.11 from its liabilities under the Loan Documents.

     For clarity,  it is agreed and understood that the merger or  consolidation
of any of the Intermediate  Subsidiaries  with the Parent,  or the sale,  lease,
assignment or other  transfer of all or  substantially  all of the assets of any
Intermediate  Subsidiary to the Parent,  would be permitted by the provisions of
this  Agreement,  including  this Section 7.11,  but that the provisions of this
Agreement (including Sections 7.6(b)-(d),  7.7 and 7.8) do not permit any merger
or consolidation  of the NYC Property  Operating  Subsidiaries  with or into any
other Person  (including any other Borrower) or the sale,  lease,  assignment or
other  transfer of all or  substantially  all of their  properties  to any other
Person.

     7.12 Liens.

     (a) No Borrower  will,  and the Borrowers will not permit any member of the
Consolidated Group to, directly or indirectly create, incur, assume or permit to
exist (upon the  happening of a contingency  or  otherwise)  any Lien on or with
respect to any of the  properties  or assets of any  member of the  Consolidated
Group, whether now owned or held or hereafter acquired, or any income or profits
therefrom  (whether or not provision is made for the equal and ratable  securing
of the Obligations in accordance with Section  7.12(b)),  or assign or otherwise
convey any right to receive income or profits, except Permitted Liens.

                                       48
<PAGE>

     (b) If,  notwithstanding the prohibition  contained in Section 7.12(a), any
Borrower directly or indirectly creates, incurs, assumes or permits to exist any
Lien on or with  respect to any property or assets of any  Borrower,  other than
Permitted Liens, such Borrower will make or cause to be made effective provision
whereby the Obligations  will be secured prior to any and all other  obligations
thereby  secured,   such  security  to  be  pursuant  to  agreements  reasonably
satisfactory  to the Required  Lenders and, in any such case,  the Lenders shall
have the benefit,  to the fullest  extent that,  and with such  priority as, the
Lenders may be entitled hereunder, of an equitable Lien on such property.

     7.13 Transactions with Affiliates.

     Except for  transactions  disclosed on Schedule 7.13, no Borrower will, and
the Borrowers will not permit any member of the Consolidated  Group to, directly
or  indirectly  enter  into any  transaction  or group of  related  transactions
(including  the purchase,  lease,  sale or exchange of properties of any kind or
the rendering of any service) with any Affiliate  (other than another  member of
the  Consolidated  Group),  except in the  ordinary  course and  pursuant to the
reasonable  requirements of such Person's  business and upon fair and reasonable
terms no less  favorable to such Person than would be obtainable in a comparable
arm's-length transaction with a Person not an Affiliate.

     7.14 Line of Business.

     (a) The Parent will not, and will not permit any member of the Consolidated
Group to,  engage in any  business  if, as a result,  the general  nature of the
business  in which  the  Consolidated  Group,  taken as a whole,  would  then be
engaged would be  substantially  changed from the general nature of the business
in which the  Consolidated  Group,  taken as a whole,  is engaged on the date of
this Agreement as described in the Proxy Statement.

     (b)  Notwithstanding  Section  7.14(a)  or  any  other  provision  of  this
Agreement,  neither the Parent nor any other  member of the  Consolidated  Group
shall be prohibited  from  selling,  spinning off to  shareholders  or otherwise
disposing of any of its Subsidiaries other than the Borrowers, the Avis Property
Operating  Subsidiary or the LIBOR Cap SPE,  provided  that no such  disposition
shall relieve the Borrowers from their  obligation to comply with the provisions
of Sections 7.1 through 7.4 of this Agreement .

     7.15 Plans and Multiemployer Plans.

     (a) No member of the  Consolidated  Group shall adopt,  operate,  maintain,
administer,  be a party to or contribute to any "pension plan" or "multiemployer
plan" (as such terms are defined in Section 3 of ERISA) to the extent that doing
so would reasonably be expected to result in a Material Adverse Effect.

     (b) The Borrowers  and each ERISA  Affiliate  shall operate and  administer
each Plan and  Future  Plan in  compliance  in all  material  respects  with the
requirements  of  ERISA,  the  Code,  and  all  other  applicable  laws,  rules,
regulations,   statutes  and  orders,  as  applicable,  except  where  any  such
noncompliance  could not reasonably be expected to result in a Material  Adverse
Effect, and shall terminate each such Plan as soon as is practicable.

                                       49
<PAGE>

     (c) None of the Borrowers or any ERISA  Affiliate shall adopt any amendment
to any Plan for which security would be required under IRC section 401(a)(29) or
applicable law.

     (d) Each of the Borrowers and the ERISA Affiliates shall not amend,  waive,
disavow or assign its rights under, and shall take any and all actions necessary
to fully  enforce,  the  indemnity  provided  by The City of New York in Section
1.5(a)(v) of the Asset Purchase Agreement between Green Bus Lines, Inc., Command
Bus Company,  Inc.,  Triboro Coach Corp.,  Jamaica Buses, Inc., Varsity Transit,
Inc. and The City of New York, dated as of November 29, 2005.

     7.16 Financial and Business Information.

     The Borrowers shall deliver or cause to be delivered to each Lender:

     (a)  Quarterly  Statements  -- within 90 days after the end of each  Fiscal
Quarter  (other  than the last  Fiscal  Quarter in any fiscal  year),  duplicate
copies of (i) a consolidated  balance sheet of the Consolidated  Group as at the
end of such quarter,  and (ii)  consolidated  statements  of income,  changes in
equity and cash flows of the  Consolidated  Group,  for such quarter and (in the
case of the second and third quarters) for the portion of the fiscal year ending
with such quarter, setting forth in the case of both (i) and (ii) in comparative
form the figures for the corresponding  periods in the previous fiscal year, all
in reasonable  detail,  prepared in accordance with GAAP applicable to quarterly
financial statements  generally,  and certified by a Senior Financial Officer as
true and correct and fairly presenting,  in all material respects, the financial
position of the companies  being reported on and their results of operations and
cash flows, subject to changes resulting from year-end adjustments;

     (b) Annual Statements -- within 120 days after the end of each fiscal year,
duplicate copies of (i) a consolidated  balance sheet of the Consolidated  Group
as at the end of such year, and (ii) consolidated  statements of income, changes
in equity and cash flows of the Consolidated  Group for such year, setting forth
in the  case of both  (i) and  (ii) in  comparative  form  the  figures  for the
previous  fiscal year,  all in reasonable  detail,  prepared in accordance  with
GAAP,  and  accompanied  by (A) an  unqualified  opinion  thereon of independent
public  accountants of recognized  national  standing or any independent  public
accountant  approved by the  Required  Lenders in their  reasonable  discretion,
which opinion shall state that such financial  statements present fairly, in all
material  respects,  the financial position of the companies being reported upon
and their  results  of  operations  and cash  flows and have  been  prepared  in
conformity with GAAP, and that the examination of such accountants in connection
with such  financial  statements  has been  made in  accordance  with  generally
accepted auditing standards, and that such audit provides a reasonable basis for
such opinion in the  circumstances  and (B) a  certificate  of such  accountants
stating that they have reviewed this Agreement and stating further  whether,  in
making their audit,  they have become aware of any  condition or event that then
constitutes  a Default or an Event of  Default,  and, if they are aware that any
such  condition  or event then exists,  specifying  the nature and period of the
existence  thereof  (it  being  understood  that such  accountants  shall not be
liable,  directly  or  indirectly,  for any failure to obtain  knowledge  of any
Default  or Event of  Default  unless  such  accountants  should  have  obtained
knowledge  thereof  in making an audit in  accordance  with  generally  accepted
auditing standards or did not make such an audit);

                                       50
<PAGE>

     (c) Notice of Default  or Event of  Default --  promptly,  and in any event
within five Business Days after a Senior  Responsible  Officer  becomes aware of
the  existence  of any  Default or Event of Default or that any Person has given
any notice or taken any action with  respect to a claimed  default  hereunder or
that any Person has given any written notice or taken any action with respect to
a claimed  default of the type referred to in Section  8.1(g),  a written notice
specifying  the nature  and  period of  existence  thereof  and what  action the
Borrowers are taking or propose to take with respect thereto;

     (d) Notices  from  Governmental  Authority  --  promptly,  and in any event
within five  Business Days after  receipt  thereof,  copies of any notice to any
Borrower from any Governmental  Authority relating to any order, ruling, statute
or other law or regulation that could  reasonably be expected to have a Material
Adverse Effect; and

     (e) Requested  Information -- with reasonable  promptness,  such other data
and  information  relating  to  the  business,  operations,  affairs,  financial
condition,  assets or  properties of the Borrowers or relating to the ability of
the Borrowers to perform their Obligations  hereunder or under the Notes as from
time to time may be reasonably requested by any Lender.

     7.17 Officer's Certificate.

     (a) Covenant Compliance.  Each set of financial statements delivered to the
Lenders pursuant to Section 7.16(a) or (b) shall be accompanied by a certificate
of a Senior Financial Officer setting forth the information  (including detailed
calculations)  required  in order to  establish  whether the  Borrowers  were in
compliance with the requirements of Sections 7.1 through 7.5, inclusive,  during
the quarterly or annual period  covered by the statements  then being  furnished
(including with respect to each such Section, where applicable, the calculations
of the  maximum  or minimum  amount,  ratio or  percentage,  as the case may be,
permissible under the terms of such Sections, and the calculation of the amount,
ratio or percentage then in existence).

     (b) Event of Default.  Each set of  financial  statements  delivered to the
Lenders pursuant to Section 7.16(a) or (b) shall be accompanied by a certificate
of a Senior  Financial  Officer  setting  forth a  statement  that  such  Senior
Financial  Officer has reviewed the relevant terms of the Loan Documents and has
made,  or  caused  to be made,  under  his or her  supervision,  a review of the
transactions and conditions of the Borrowers from the beginning of the quarterly
or annual period covered by the statements  then being  furnished to the date of
the  certificate  and that such review shall not have  disclosed  the  existence
during such period of any  condition or event that  constitutes  a Default or an
Event  of  Default  or,  if any  such  condition  or event  existed  or  exists,
specifying  the nature  and  period of  existence  thereof  and what  action the
Borrowers shall have taken or proposes to take with respect thereto.

     7.18 Visitation.

     The Borrowers will permit the representatives of any Lender:

     (a) No Default -- if no Default or Event of Default is then continuing,  at
the expense of such Lender and upon reasonable  prior written  notice,  to visit
the principal  offices of the Borrowers during normal business hours, to discuss


                                       51
<PAGE>

the affairs,  finances and accounts of the Borrowers and their Subsidiaries with
the officers of the Borrowers,  all at such reasonable times and as often as may
be reasonably requested; and

     (b) Default -- if a Default or Event of Default is then continuing,  at the
expense of the  Borrowers to visit and inspect any of the offices or  properties
of the Borrowers and their  Subsidiaries,  to examine all their respective books
of account,  records,  reports  and other  papers,  to make copies and  extracts
therefrom,  and to discuss their respective affairs,  finances and accounts with
their  respective  officers  and  independent  public  accountants  (and by this
provision  the  Borrowers  authorize  such  accountants  to discuss the affairs,
finances  and accounts of the  Borrowers  and their  Subsidiaries),  all at such
times and as often as may be  requested,  provided  that all such  visits to any
properties  under lease to others  shall be  conducted  so as not to violate the
rights of the tenants under such leases.

     7.19 Compliance with Law.

     The Borrowers will, and will cause their respective Subsidiaries to, comply
with all laws,  ordinances or governmental rules or regulations to which each of
them  is  subject,  and  will  obtain  and  maintain  in  effect  all  licenses,
certificates,   permits,   franchises  and  other  governmental   authorizations
necessary to the ownership of their  respective  properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance  with such laws,  ordinances or governmental rules or regulations
or  failures  to  obtain or  maintain  in effect  such  licenses,  certificates,
permits,   franchises   and  other   governmental   authorizations   could  not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect,  provided that, to the extent that the NYC Tenant is responsible
for any such matters under the NYC Leases,  the Borrowers  shall be deemed to be
in compliance  with this Section as it relates to the NYC  Properties so long as
the Borrowers are using good faith efforts to enforce the applicable  provisions
of the NYC Leases.

     7.20 Insurance.

     The Borrowers will, and will cause their  respective  Subsidiaries to, with
financially  sound and  reputable  insurers,  insurance  with  respect  to their
respective  properties and businesses against such casualties and contingencies,
of  such  types,  on such  terms  and in such  amounts  (including  deductibles,
co-insurance  and  self-insurance,  if adequate  reserves  are  maintained  with
respect  thereto)  as is  customary  in the  case  of  entities  of  established
reputations  engaged in the same or a similar  business and similarly  situated,
provided  that  self-insurance  provided  by the NYC Tenant in  compliance  with
Article 11 of each of the NYC Leases shall be deemed  sufficient with respect to
the NYC Properties for purposes of this Section 7.20.

     7.21 Maintenance of Properties.

     (a) The Borrowers will, and will cause their  respective  Subsidiaries  to,
maintain  and  keep,  or cause  to be  maintained  and  kept,  their  respective
properties in good repair, working order and condition (other than ordinary wear
and tear),  provided that, to the extent that the NYC Tenant is responsible  for
any such matters under the NYC Leases,  the  Borrowers  shall be deemed to be in
compliance  with this Section as it relates to the NYC Properties so long as the
Borrowers are using good faith efforts to enforce the  applicable  provisions of
the NYC Leases.

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     (b) The Borrowers will not take any action to terminate, or that would be a
basis for the NYC Tenant to terminate, any of the NYC Leases.

     7.22 Payment of Taxes and Claims.

     The Borrowers will, and will cause their  respective  Subsidiaries to, file
all  tax  returns  required  to be  filed  in any  jurisdiction  and to pay  and
discharge  all taxes shown to be due and  payable on such  returns and all other
taxes,  assessments,  governmental  charges, or levies imposed on them or any of
their  properties,  assets,  income or franchises,  to the extent such taxes and
assessments  have become due and payable and before they have become  delinquent
and all  claims for which sums have  become due and  payable  that have or might
become a Lien on  properties  or assets  of any such  Person;  provided  that no
Borrower  or other  member of the  Consolidated  Group  need pay any such tax or
assessment  or claims if (i) the amount,  applicability  or validity  thereof is
contested  by such  Person on a timely  basis in good  faith and in  appropriate
proceedings,  and such  Person has  established  adequate  reserves  therefor in
accordance  with GAAP on its  books or (ii) the  nonpayment  of all such  taxes,
assessments and claims in the aggregate could not reasonably be expected to have
a Material Adverse Effect.

     7.23 Existence, etc.

     Each Borrower will at all times  preserve and keep in full force and effect
its corporate,  partnership,  limited  liability company or separate account (as
the case may be)  existence.  Each Borrower  will, and will cause its respective
Subsidiaries  to, at all times preserve and keep in full force and effect all of
its  rights  and  franchises  except  where  any  failure  to do so  could  not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect.

     7.24 Terrorism Sanctions Regulations.

     No  Borrower  will,  and no  Borrower  will  permit  any of its  respective
Subsidiaries  to, (a) become a Person  described or  designated in the Specially
Designated  Nationals and Blocked  Persons List of the Office of Foreign  Assets
Control or in section 1 of the  Anti-Terrorism  Order or (b) knowingly engage in
any dealings or transactions with any such Person.

     7.25 Books and Records.

     The  Borrowers  will,  and will cause  their  respective  Subsidiaries  to,
maintain  proper  books of record and  account in  conformity  with GAAP and all
applicable requirements of any Governmental Authority having legal or regulatory
jurisdiction over such Borrower or any of such Subsidiaries.

     7.26 Disclosure of Separateness of NYC Property Operating Subsidiaries.

     The  Borrowers  will cause all  financial  statements  of the Parent or any
Affiliate  thereof that are consolidated or combined to include any NYC Property
Operating  Subsidiary to contain  detailed  notes clearly  stating that such NYC
Property Operating Subsidiary is a separate legal entity, that all of the assets
of such NYC  Property  Operating  Subsidiary  are  owned  by such  NYC  Property
Operating Subsidiary.

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     7.27 Fiscal Years.

     Each Borrower will cause its fiscal year to end at December 31.

     8. DEFAULTS; REMEDIES.

     8.1 Events of Default.

     An "Event of Default"  shall exist if any of the  following  conditions  or
events shall occur and be continuing:

     (a) the  Borrowers  default in the payment of any  principal or  Make-Whole
Amount with respect to any Loan when the same  becomes due and payable,  whether
at maturity or at a date fixed for prepayment or by declaration or otherwise; or

     (b) the Borrowers  default in the payment of any interest on any Loan,  any
Breakage Cost Indemnity or any Non-Use Fee for more than two Business Days after
the same becomes due and payable; or

     (c) any Borrower  defaults in the  performance  of or  compliance  with the
terms of any one or more of Sections 7.1 through 7.12, inclusive, or 7.16(c); or

     (d) a condition or event  specified in any Loan  Document  (other than this
Agreement) to be an Event of Default shall occur and be continuing; or

     (e) any Borrower  (i) defaults in the  performance  of or  compliance  with
Section 7.15 or Section 7.23  (except for the first  sentence  thereof) and such
default is not remedied  within five  Business Days after the earlier of (x) its
obtaining actual  knowledge or such default and (y) receiving  written notice of
such  default  from  any  Lender  or  (ii)  defaults  in the  performance  of or
compliance  with any other term contained in any Loan Document (other than those
referred to in Section 8.1(a), (b), (c) or (d)) and such default is not remedied
within 30 days after the earlier of (x) its obtaining  actual  knowledge of such
default and (y) receiving written notice of such default from any Lender; or

     (f) any  representation or warranty made or deemed made in writing by or on
behalf of any  Borrower  or by any  officer,  agent,  member,  trustee  or other
authorized representative of it in any Loan Document or in any writing furnished
in connection with the transactions contemplated by the Loan Documents proves to
have been false or  incorrect  in any  material  respect on the date as of which
made or deemed made; or

     (g)  any  member  of the  Consolidated  Group  is in  default  (whether  as
principal or as guarantor or other surety) in the payment of any principal of or
premium or make-whole amount or interest on any Debt outstanding in an aggregate
principal amount of at least $1,000,000 beyond any period of grace provided with
respect thereto,  or (ii) any member of the Consolidated  Group is in default in
the  performance  of or compliance  with any term of any Debt  outstanding in an
aggregate  outstanding  principal  amount  of at  least  $1,000,000  or  of  any
mortgage,  indenture or other agreement  relating thereto or any other condition
exists,  and as a consequence of such default or condition such Debt has become,
or has been  declared  (or one or more Persons are entitled to declare such Debt


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to be),  due and  payable  before its stated  maturity  or before its  regularly
scheduled  dates of payment,  or (iii) as a  consequence  of the  occurrence  or
continuation  of any event or  condition  (other than the passage of time or the
right of the holder of Debt to convert such Debt into equity interests), (x) any
member of the Consolidated  Group has become obligated to purchase or repay Debt
outstanding in an aggregate  outstanding principal amount of at least $1,000,000
before its regular maturity or before its regularly  scheduled dates of payment,
or (y) one or  more  Persons  have  the  right  to  require  any  member  of the
Consolidated Group so to purchase or repay such Debt; or

     (h)  any  member  of the  Consolidated  Group,  other  than a  Non-Material
Subsidiary,  (i) is generally not paying,  or admits in writing its inability to
pay,  its  debts as they  become  due,  (ii)  files,  or  consents  by answer or
otherwise to the filing  against it of, a petition for relief or  reorganization
or arrangement or any other petition in bankruptcy,  for  liquidation or to take
advantage of any  bankruptcy,  insolvency,  reorganization,  moratorium or other
similar law of any  jurisdiction,  (iii) makes an assignment  for the benefit of
its  creditors,  (iv)  consents to the  appointment  of a  custodian,  receiver,
trustee or other officer with similar  powers with respect to it or with respect
to any substantial  part of its property,  (v) is adjudicated as insolvent or to
be liquidated,  or (vi) takes corporate,  partnership,  trust, limited liability
company or other action for the purpose of  authorizing,  effecting or otherwise
furthering any of the foregoing; or

     (i) a court or Governmental  Authority of competent  jurisdiction enters an
order  appointing,  without consent by any member of the  Consolidated  Group, a
custodian,  receiver,  trustee or other officer with similar powers with respect
to any member of the Consolidated  Group, other than a Non-Material  Subsidiary,
or with respect to any  substantial  part of its property,  or  constituting  an
order for relief or  approving a petition  for relief or  reorganization  or any
other  petition in bankruptcy  or for  liquidation  or to take  advantage of any
bankruptcy or insolvency law of any  jurisdiction,  or ordering the dissolution,
winding-up or liquidation of any member of the Consolidated Group, other than an
Non-Material Subsidiary,  or any such petition shall be filed against any member
of the  Consolidated  Group,  other  than a  Non-Material  Subsidiary,  and such
petition shall not be dismissed within 60 days; or

     (j) a final  judgment or judgments for the payment of money  aggregating in
excess of $1,000,000 are rendered against any member of the  Consolidated  Group
and  such  judgments  are not,  within  60 days  after  entry  thereof,  bonded,
discharged or stayed pending appeal,  or are not discharged within 60 days after
the expiration of any such stay; or

     (k) any provision of any Loan Document to which a Borrower is a party shall
at any time for any reason cease to be valid and binding on such Borrower (other
than in  accordance  with the Loan  Documents),  or  shall be  determined  to be
invalid or unenforceable by any court,  governmental  agency or authority having
jurisdiction  over  such  Borrower,  or  any  Borrower  (or  any  Person  at its
authorized direction or on its behalf) shall assert the same in writing; or

     (l) (i) Any Plan or Future Plan shall fail to satisfy  the minimum  funding
standards  of ERISA or the IRC for any plan year or part  thereof or a waiver of
such  standards  or extension  of any  amortization  period is sought or granted
under  IRC  Section  412;  (ii)  the  aggregate   "amount  of  unfunded  benefit
liabilities"  (within the  meaning of Section  4001(a)(18)  of ERISA)  under all


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<PAGE>

Plans and Future Plans,  determined in accordance with Title IV of ERISA,  shall
exceed $5 million; (iii) any Borrower or any ERISA Affiliate shall have incurred
or is reasonably  expected to incur any  liability  pursuant to Title I or IV of
ERISA or the penalty or excise tax  provisions  of the IRC  relating to employee
benefit plans;  (iv) any Borrower or any ERISA  Affiliate  shall be in "default"
(as defined in section  4219(c)(5)  of ERISA) with respect to payments  owing to
any  Multiemployer  Plan as a result of such  Person's  "complete"  or  "partial
withdrawal" (as described in section 4203 or 4205 of ERISA)  therefrom;  (v) any
Termination   Event  shall  occur  with  respect  to  a  Plan,  Future  Plan  or
Multiemployer Plan; (vi) any Borrower establishes or amends any employee welfare
benefit plan that  provides  post-employment  welfare  benefits in a manner that
would increase the liability of the Borrower  thereunder;  (vii) any Borrower or
any ERISA  Affiliate  shall fail to pay when due an amount that is payable by it
to the PBGC or to any Plan, Future Plan or Multiemployer  Plan under Title IV of
ERISA; (viii) a proceeding shall be instituted by a fiduciary of a Multiemployer
Plan against any Borrower or any ERISA Affiliate to enforce section 515 of ERISA
and such  proceeding  shall not have been dismissed  within 30 days  thereafter;
(ix) notwithstanding anything to the contrary herein, any breach of the covenant
set forth in Section  7.15;  or (x) any other event or condition  shall occur or
exist with respect to any Plan, Future Plan or Multiemployer Plan except that no
event or condition  referred to in clauses (i) through (x) shall  constitute  an
Event of Default if it, together with all other such events or conditions at the
time existing, has not subjected, and will not reasonably be expected to subject
the Borrowers or their ERISA  Affiliates to any liability that,  alone or in the
aggregate with all such liabilities would have a Material Adverse Effect.

As used in this Section 8.1(l), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

     8.2 Acceleration.

     (a) If an Event of  Default  with  respect  to any  Borrower  described  in
Section  8.1(h) or Section  8.1(i) (other than an Event of Default  described in
clause (i) of Section  8.1(h) or described  in clause (vi) of Section  8.1(h) by
virtue of the fact that such clause  encompasses  clause (i) of Section  8.1(h))
has occurred,  any remaining  Commitments shall  automatically be terminated and
all the  Non-Mortgage  Loans  and  Non-Mortgage  Notes  then  outstanding  shall
automatically become immediately due and payable.

     (b) If any other Event of Default has occurred and is continuing,  then the
Required  Non-Mortgage Lenders may at any time at its or their option, by notice
or notices to the Parent, declare any remaining Commitments to be terminated and
all the  Non-Mortgage  Loans  and  Non-Mortgage  Notes  then  outstanding  to be
immediately due and payable, provided that if such Event of Default is a Curable
Lease  Default,  the  Lenders  shall  not make such a  declaration  on the basis
thereof during the Standstill  Period  specified in the Assignment of Leases and
Rents.

     (c) If any Event of Default  with  respect  to any  Borrower  described  in
Section  8.1(a) or (b) has  occurred  and is  continuing,  any Lender or Lenders
affected by such Event of Default may at any time,  at its or their  option,  by
notice or notices to the Parent,  declare any of their remaining  Commitments to
be terminated and any Non-Mortgage  Loans and  Non-Mortgage  Notes held by it or
them to be immediately due and payable.

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<PAGE>

     (d) Upon any  Non-Mortgage  Loans and  Non-Mortgage  Notes becoming due and
payable under this Section 8.2, whether  automatically  or by declaration,  such
Loans and Notes will forthwith  mature and the entire unpaid principal amount of
such Loans, plus (x) all accrued and unpaid interest thereon (including interest
accrued  thereon at the Default  Rate) and (y) the  Make-Whole  Amount,  if any,
determined  in respect of such  principal  amount of any Term Loans (to the full
extent  permitted by applicable  law) and the Breakage Cost  Indemnity,  if any,
with respect to any Revolving Loans shall all be immediately due and payable, in
each and every case without presentment,  demand, protest or further notice, all
of which are hereby waived.  The Borrowers  acknowledge that each Lender has the
right to maintain its investment in the Term Loans free from  repayment  (except
as herein  specifically  provided  for) and that the  provision for payment of a
Make-Whole Amount by the Borrowers in the event that any Term Loan is prepaid or
is  accelerated  as a result  of an Event of  Default  is  intended  to  provide
compensation for the deprivation of such right under such circumstances.

     8.3 Other Remedies.

     (a) If any Default or Event of Default has occurred and is continuing,  and
irrespective of whether any Loans have become or have been declared  immediately
due and payable under Section 8.2, any Lender may proceed to protect and enforce
its rights by an action at law, suit in equity or other appropriate  proceeding,
whether for the specific  performance of any agreement in any Loan Document,  or
for an injunction  against a violation of any of the terms of any Loan Document,
or in aid of the exercise of any power granted by any Loan Document or by law or
otherwise.

     (b) If any  Default or Event of Default  (as such terms are  defined in the
Mortgage) occurs with respect to the Mortgage Loans, the holders of the Mortgage
Notes may proceed to protect and enforce  their  rights  under the NYC  Property
Mortgage  and  applicable  law,  by an  action  at law,  suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement in
any Loan Document,  or for an injunction against a violation of any of the terms
of any Loan Document, or in aid of the exercise of any power granted by any Loan
Document or by law or otherwise.

     8.4 No Waivers or Election of Remedies, Expenses, etc.

     No course of dealing  and no delay on the part of any Lender in  exercising
any  right,  power or remedy  shall  operate as a waiver  thereof  or  otherwise
prejudice any Lender's  rights,  powers or remedies.  No right,  power or remedy
conferred upon any Lender shall be exclusive of any other right, power or remedy
referred  to in any Loan  Document  or now or  hereafter  available  at law,  in
equity,  by  statute or  otherwise.  Without  limiting  the  Obligations  of the
Borrowers under Section 9.2, the Borrowers will pay to any Lender on demand such
further  amount as shall be  sufficient  to cover all costs and expenses of such
Lender incurred in any enforcement or collection under this Section 8, including
reasonable attorneys' fees, expenses and disbursements.

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9. MISCELLANEOUS.

     9.1 Amendment and Waiver.

     (a)  Requirements.  Any  provision  of any Loan  Document may be amended or
waived if, and only if, such  amendment or waiver is in writing and is signed by
the  Borrowers  and the Required  Lenders;  provided  that no such  amendment or
waiver  shall,  unless  signed by all the Lenders,  (i) increase or decrease the
Commitment of any Lender  (except for a ratable  decrease in the  Commitments of
all  Lenders),  (ii) reduce the  principal of or rate of interest on any Loan or
any fees  specified  herein or any  Make-Whole  Amount,  (iii) postpone the date
fixed  for any  payment  of  principal  of or  interest  on any Loan or any fees
hereunder or any  Make-Whole  Amount or for any reduction or  termination of any
Commitment, (iv) release any of the Collateral, (v) subordinate the Loans to any
other Debt,  (vi) change the  percentage of the  Commitments or of the aggregate
unpaid  principal  amount of the Notes, or the number of Lenders,  that shall be
required  for the Lenders or any of them to take any action  under this  Section
9.1 or any other  provision of any Loan  Document or (vii) amend or waive any of
Section 8.1(a), 8.1(b), 8.2, 9.1 or 9.3 or any defined term as used therein.

     (b)  Solicitation  of  Lenders.  The  Borrowers  will  provide  each Lender
(irrespective  of its  Percentage  or the  amount of Loans then held by it) with
reasonably  sufficient  information,  reasonably  far in  advance  of the date a
decision is required,  to enable such Lender to make an informed and  considered
decision with respect to any proposed amendment, waiver or consent in respect of
any of the  provisions  hereof  or of the  Notes.  The  Borrowers  will  deliver
executed  or true and  correct  copies  of each  amendment,  waiver  or  consent
effected  pursuant to the provisions of this Section 9.1 to each Lender promptly
following  the date on which it is executed  and  delivered  by, or receives the
consent or approval of, the requisite  Lenders.  No Borrower  will, nor will any
Borrower  permit any  Subsidiary  or Affiliate  of any Borrower to,  directly or
indirectly  pay  or  cause  to be  paid  any  remuneration,  whether  by  way of
supplemental or additional interest, fee or otherwise,  or grant any security or
provide  other  credit  support,  to any  Lender as  consideration  for or as an
inducement  to the entering into by any Lender of any waiver or amendment of any
of the terms and  provisions of any Loan Document  unless such  remuneration  is
concurrently  paid, or security is concurrently  granted or other credit support
concurrently  provided,  on the same  terms,  ratably to all  Lenders  even if a
Lender did not consent to such waiver or amendment.

     (c) Binding  Effect.  Any  amendment  or waiver  consented to as and to the
extent  required  in this  Section  9.1  applies  equally to all  Lenders and is
binding  upon them and upon each future  Lender and upon the  Borrowers  without
regard to whether any Note has been marked to indicate such amendment or waiver.
No such amendment or waiver will extend to or affect any  obligation,  covenant,
agreement, Default or Event of Default not expressly amended or waived or impair
any right consequent  thereon. No course of dealing between any Borrower and any
Lender nor any delay in exercising any rights  hereunder or under any Note shall
operate as a waiver of any rights of any Lender.

     (d) Loans Held by  Borrowers,  etc.  Solely for the purpose of  determining
whether the  requisite  Lenders have  approved or  consented  to any  amendment,
waiver or consent to be given  under any Loan  Document,  or have  directed  the
taking  of any  action  provided  in any  Loan  Document  to be  taken  upon the


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direction of any Lenders, any Notes or Loans directly or indirectly owned by any
Borrower or any of their  Subsidiaries  or Affiliates  shall be deemed not to be
outstanding.

     9.2 Costs and Expenses.

     (a)  Transaction  Expenses.  Whether or not the  transactions  contemplated
hereby are consummated, the Borrowers will pay all reasonable costs and expenses
(including the reasonable  fees and expenses of special  counsel for the Lenders
and the Servicer and, if reasonably  required by the Required Lenders,  local or
other counsel)  incurred by the Lenders or the Servicer in connection  with such
transactions and in connection with any amendments, waivers or consents under or
in  respect  of any Loan  Document  (whether  or not such  amendment,  waiver or
consent   becomes   effective),   including:   (i)  the  fees  and  expenses  of
environmental  consultants,  the costs and  expenses  incurred in  enforcing  or
defending  (or  determining  whether or how to  enforce  or  defend)  any rights
hereunder  or under the Notes or in  responding  to any  subpoena or other legal
process or informal  investigative demand issued in connection  herewith,  or by
reason of being a Lender or the Servicer, (ii) the costs and expenses, including
reasonable  financial advisors' fees, incurred in connection with the insolvency
or  bankruptcy   of  any  Borrower  or  in  connection   with  any  work-out  or
restructuring  of the  transactions  contemplated  hereby,  (iii)  the costs and
expenses  incurred in connection  with the initial  filing of this Agreement and
all related documents and financial information with the SVO, and (iv) the costs
and expenses incurred in connection with any extension of the maturity of any of
the Loans and the  conversion of any of the Loans from one Type to another.  The
Borrowers  will pay, and will save each Lender and the Servicer  harmless  from,
(1) all claims in respect of any fees, costs or expenses, if any, of brokers and
finders,  (2) any  document,  stamp,  recording or similar  tax,  duty or charge
imposed in  connection  with the execution and delivery of any Loan Document and
recordation  of the NYC Property  Mortgage and (3) the costs and expenses of the
Title Policy required by Section 5.1(c).

     (b) Survival.  The Obligations of the Borrowers under this Section 9.2 will
survive  the  termination  or  expiration  of the  Commitments,  the  payment or
transfer of any Loan, the  enforcement,  amendment or waiver of any provision of
the Loan Documents, and the termination of the Loan Documents.

     9.3 Confidential Information.

     For the  purposes of this  Section 9.3,  "Confidential  Information"  means
information  delivered  to  any  Lender  by or on  behalf  of  any  Borrower  in
connection with the transactions  contemplated by or otherwise  pursuant to this
Agreement  that is  proprietary in nature and that was clearly marked or labeled
or  otherwise  adequately  identified  when  received  by such  Lender  as being
confidential  information of a member of the Consolidated  Group;  provided that
such term does not include  information that (a) was publicly known or otherwise
known  to any  Lender  prior to the time of such  disclosure,  (b)  subsequently
becomes  publicly  known through no act or omission by such Lender or any Person
acting on such Lender's behalf, (c) otherwise becomes known to such Lender other
than through disclosure by a member of the Consolidated Group or (d) constitutes
financial  statements  delivered  to such  Lender  under  Section  7.16 that are
otherwise publicly  available.  Each Lender will maintain the confidentiality of


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<PAGE>

such  Confidential  Information in accordance  with  procedures  adopted by such
Lender  in good  faith to  protect  confidential  information  of third  parties
delivered  to such  Lender;  provided  that such  Lender may deliver or disclose
Confidential Information to (i) its directors,  trustees,  officers,  employees,
agents,  attorneys  and  affiliates,  (ii)  its  financial  advisors  and  other
professional   advisors  who  agree  to  hold   confidential   the  Confidential
Information  substantially  in  accordance  with the terms of this  Section 9.3,
(iii) any other  Lender,  (iv) any  Institutional  Investor to which such Lender
sells  or  offers  to sell any Loan or any  part  thereof  or any  participation
therein  (if such  Person  has agreed in  writing  prior to its  receipt of such
Confidential Information to be bound by the provisions of this Section 9.3), (v)
any Person from which such Lender offers to purchase any security or Debt of any
Borrower  (if such  Person has agreed in  writing  prior to its  receipt of such
Confidential  Information  to be bound by the  provisions  of this Section 9.3),
(vi) any federal or state  regulatory  authority having  jurisdiction  over such
Lender, (vii) the NAIC or the SVO or, in each case, any similar organization, or
any  nationally  recognized  rating agency that requires  access to  information
about such Lender's  investment  portfolio,  or (viii) any other Person to which
such  delivery or  disclosure  may be  necessary  or  appropriate  (w) to effect
compliance  with any law, rule,  regulation or order  applicable to such Lender,
(x) in response to any subpoena or other legal process,  (y) in connection  with
any litigation to which such Lender is a party or (z) if an Event of Default has
occurred and is continuing,  to the extent such Lender may reasonably  determine
such delivery and disclosure to be necessary or  appropriate in the  enforcement
or for the protection of the rights and remedies hereunder or under the Notes.

     9.4 Registration; Exchange; Substitution of Notes.

     (a)  Registration  of Notes,  etc. The Parent  shall keep at its  principal
executive  office set forth in Schedule  9.5(a) a register for the  registration
and  registration  of  transfers  of the Notes  and the  Loans  and  Commitments
represented thereby. The name and address of each Lender, each transfer of Notes
and the Loans and  Commitments  represented  thereby and the name and address of
each  transferee  of one or  more  of the  Notes  shall  be  registered  in such
register.  Prior to due presentment for registration of transfer,  the Person in
whose name any Note shall be registered shall be deemed and treated as the owner
and holder  thereof for all  purposes  hereof,  and the  Borrowers  shall not be
affected by any notice or  knowledge to the  contrary.  The Parent shall give to
any holder of a Note that is an  Institutional  Investor,  promptly upon request
therefor,  a  complete  and  correct  copy of the  names  and  addresses  of all
registered  holders of the Notes.  Each holder of a Note shall be deemed to be a
Lender hereunder.

     (b)  Assignment.  Subject to the  provisions of this Section 9.4(b) and the
other terms and provisions of this Agreement,  any Lender may at any time assign
to one or more ING Affiliated  Lenders or to any other  Institutional  Investors
having a net worth of at least  $100,000,000  (each,  an  "Assignee")  all, or a
proportionate  part of  all,  of its  rights  and  obligations  under  the  Loan
Documents.  The Assignee shall assume such rights and obligations  pursuant to a
Lender  Assignment and Acceptance  executed by such Assignee and such transferor
Lender.  Upon  execution  and  delivery of such  instrument  and payment by such
Assignee to such  transferor  Lender of an amount  equal to the  purchase  price
agreed between such transferor Lender and such Assignee,  such Assignee shall be
a Lender party to this  Agreement and shall have all the rights and  obligations
of a  Lender  with a  Commitment  as set  forth  in the  Lender  Assignment  and
Acceptance,  and the  transferor  Lender shall be released from its  obligations
hereunder to a  corresponding  extent,  and no further  consent or action by any


                                       60
<PAGE>

party shall be required. Such Assignee shall be bound by, and shall be deemed to
have made, the  representations  and warranties set forth in Section 6.2. If the
Assignee is not incorporated under the laws of the United States of America or a
state thereof, it shall deliver to the Parent certification as to exemption from
deduction  or  withholding  of any  United  States  federal  income  taxes.  Any
assignment  made  pursuant to this  Section  9.4(b)  shall in no event result in
increased  cost to the  Borrowers  in the form of  increased  interest  expense,
breakage, yield maintenance or otherwise.

     (c)  Participation.  Any  Lender  may  at any  time  grant  to one or  more
Institutional Investors or other entities (each, a "Participant")  participating
interests  in its  Commitments  or any or all of its Loans.  In the event of any
such grant by a Lender of a participating interest to a Participant,  whether or
not upon notice to the Borrowers,  such Lender shall remain  responsible for the
performance of its  obligations  hereunder,  and the Borrowers shall continue to
deal solely and  directly  with such  Lender in  connection  with such  Lender's
rights and obligations under the Loan Documents. Any agreement pursuant to which
any Lender may grant  such a  participating  interest  shall  provide  that such
Lender shall retain the sole right and responsibility to enforce the obligations
of the  Borrowers  hereunder,  including  the right to  approve  any  amendment,
modification  or waiver of any  provision of the Loan  Documents,  and that such
Participant  shall  be  bound  by,  and  shall  be  deemed  to  have  made,  the
representations  and warranties set forth in Section 6.2. Any participation made
pursuant to this Section  9.4(c)  shall in no event result in increased  cost to
the  Borrowers  in the  form of  increased  interest  expense,  breakage,  yield
maintenance or otherwise.

     (d) Transfer and Exchange of Notes.  Subject to the  provisions of Sections
9.4(b) and  9.4(c),  upon  surrender  of any Note to the Parent for  transfer or
exchange,  within ten Business Days thereafter,  the Borrowers shall execute and
deliver one or more new Notes (as  requested by the holder  thereof) of the same
tenor in exchange therefor, in an aggregate face amount equal to the face amount
of the  surrendered  Note. Each such new Note shall be payable to such Person as
such  holder  may  request  and shall be  substantially  in the form of  Exhibit
5.1(a)(ii)(1) or Exhibit 5.1(a)(ii)(2),  as applicable. Each such new Note shall
be dated and bear interest from the date to which  interest shall have been paid
on the surrendered Note or dated the date of the surrendered Note if no interest
shall  have been paid  thereon.  The  Borrowers  may  require  payment  of a sum
sufficient to cover any stamp tax or  governmental  charge imposed in respect of
any such transfer of the Notes and the actual cost of preparing any new Notes.

     (e)  Replacement  of the Notes.  Upon  receipt  by the  Parent of  evidence
reasonably  satisfactory  to it  of  the  ownership  of  and  the  loss,  theft,
destruction  or mutilation of any Note (which  evidence shall be, in the case of
an  Institutional  Investor,  notice  from such  Institutional  Investor of such
ownership and such loss, theft, destruction or mutilation),  and (i) in the case
of loss,  theft or  destruction,  of  indemnity  reasonably  satisfactory  to it
(provided  that if the holder of such Note is, or is a nominee  for,  an Initial
Lender or an  Affiliate  thereof or another  holder of a Note with a minimum net
worth of at  least  $100,000,000,  such  Person's  own  unsecured  agreement  of
indemnity  shall  be  deemed  to be  satisfactory),  or  (ii)  in  the  case  of
mutilation,  upon surrender and cancellation  thereof,  within ten Business Days
thereafter, the Borrowers shall execute and deliver, in lieu thereof, a new Note
of the same  tenor  and with the same face  amount  as,  and  dated and  bearing
interest  from the date to which  interest  shall  have been paid on such  lost,
stolen,  destroyed  or  mutilated  Note or dated the date of such lost,  stolen,


                                       61
<PAGE>

destroyed or mutilated  Note if no interest  shall have been paid  thereon.  The
Borrowers  may require  payment of a sum  sufficient to cover the actual cost of
preparing any such replacement Note.

     9.5 Notices.

     All notices and  communications  provided for hereunder shall be in writing
and sent (i) by telecopy if the sender on the same day sends a  confirming  copy
of such notice by a recognized overnight delivery service (charges prepaid),  or
(ii) by  registered or certified  mail with return  receipt  requested  (postage
prepaid),  or (iii) by a recognized  overnight  delivery  service  (with charges
prepaid). Any such notice or communication must be sent:

     (a) if to a Borrower, to the address of such Borrower set forth in Schedule
9.5(a),  or at such other address as such Borrower  shall have specified to each
other party hereto in writing; or

     (b) if to any Lender, to such Lender at its applicable address set forth in
Schedule  A, or such  other  address as such  Lender  shall  have  specified  to
Borrowers in writing.

     9.6 Successors and Assigns.

     All covenants  and other  agreements  contained in this  Agreement by or on
behalf  of any of the  parties  hereto  bind and inure to the  benefit  of their
respective successors and assigns whether so expressed or not.

     9.7 Severability.

     Any provision of this Agreement that is prohibited or  unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction  shall (to the full  extent  permitted  by law) not  invalidate  or
render unenforceable such provision in any other jurisdiction.

     9.8 Counterparts; Execution and Delivery by Facsimile or E-mail.

     This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which together shall  constitute one instrument.
Each  counterpart may consist of a number of copies hereof,  each signed by less
than all,  but  together  signed by all, of the parties  hereto.  Delivery of an
executed  counterpart  of this Agreement by facsimile or by e-mail of a PDF file
or similar electronic image file shall be equally as effective as delivery of an
original  executed  counterpart  of this  Agreement.  Any  party  delivering  an
executed  counterpart  of this  Agreement  by  facsimile or by e-mail also shall
deliver an original executed  counterpart of this Agreement,  but the failure to
deliver  an  original  executed  counterpart  shall  not  affect  the  validity,
enforceability, or binding effect hereof.

                                       62
<PAGE>

     9.9 Waiver of Jury Trial.

     EACH  PARTY  HERETO  HEREBY  IRREVOCABLY,   KNOWINGLY,   VOLUNTARILY,   AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY OF
THE LOAN  DOCUMENTS,  OR ANY COURSE OF CONDUCT,  COURSE OF DEALING OR STATEMENTS
(WHETHER  ORAL OR  WRITTEN)  RELATING  TO THE  FOREGOING.  THIS  PROVISION  IS A
MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

     9.10 Governing Law.

     (a) This Agreement shall be construed and enforced in accordance  with, and
the rights of the parties shall be governed by, the law of the State of New York
excluding  choice-of-law  principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

     (b) ANY LEGAL ACTION OR PROCEEDING  WITH RESPECT TO THE LOAN  DOCUMENTS MAY
BE BROUGHT  IN THE  COURTS OF THE STATE OF NEW YORK OR OF THE UNITED  STATES FOR
THE EASTERN  DISTRICT  OF SUCH  STATE,  AND BY  EXECUTION  AND  DELIVERY OF THIS
AGREEMENT,  EACH  OBLIGOR  SUBMITS TO THE  NON-EXCLUSIVE  JURISDICTION  OF THOSE
COURTS. EACH OBLIGOR  IRREVOCABLY WAIVES ANY OBJECTION,  INCLUDING ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,  THAT IT
MAY NOW OR HEREAFTER  HAVE TO THE BRINGING OF ANY ACTION OR  PROCEEDING  IN SUCH
JURISDICTION  IN  RESPECT  OF ANY OF THE LOAN  DOCUMENTS  OR ANY OTHER  DOCUMENT
RELATED THERETO. EACH OBLIGOR WAIVES PERSONAL SERVICE OF ANY SUMMONS,  COMPLAINT
OR OTHER PROCESS,  WHICH MAY BE MADE BY ANY OTHER MEANS  PERMITTED BY THE LAW OF
SUCH STATE.

     9.11 Authority of Individual Lenders; Sharing Among Lenders.

     Each  Lender  that has  executed  or agreed in  writing to be bound by this
Agreement   shall  be   entitled  to  the   benefits  of  the  Loan   Documents.
Notwithstanding  the foregoing,  each Lender shall share with the other Lenders,
pro rata  among  all  Lenders  in  accordance  with the  respective  amounts  of
Obligations  owed to each Lender,  any and all proceeds of enforcement of rights
and remedies of the Lenders against any Borrower.

     9.12 ING-Affiliated Lenders, etc.

     (a) All of the Initial Lenders are  ING-Affiliated  Lenders.  IIM hereby is
and shall be  designated by each ING  Affiliated  Lender to receive all notices,
financial statements,  certificates,  reports and other communications hereunder
(including all Funding  Notices,  notices of prepayments  and items delivered to
the Lenders  pursuant to Section 7.16 or 7.17), and to exercise any rights under
Section 7.18, on such Lender's behalf.

                                       63
<PAGE>

     (b) In the event that at any time not all of the Lenders are ING-Affiliated
Lenders,  the Lenders shall, upon the request of the Parent, agree to amendments
to  this  Agreement  proposed  by  the  Parent  to  add  as a  party  hereto  an
administrative  agent  to act as  such  for  all of the  Lenders  hereunder  (an
"Administrative Agent"), provided that (i) the Lenders shall not be obligated to
agree to any such amendments at any time that an Event of Default  exists;  (ii)
such amendments shall not adversely affect the rights or remedies of the Lenders
hereunder  (including  the right of each Lender to make its own  decisions  with
respect to the exercise of rights and remedies hereunder);  (iii) the reasonable
costs and expenses of such amendments  incurred by the Lenders shall be borne by
the Borrowers in accordance with Section 9.2; (iv) the fees,  costs and expenses
of any  Administrative  Agent  shall  be  borne  by the  Borrowers;  and (v) any
Administrative  Agent shall be an insurance company, a bank or another financial
institution experienced in acting as administrative agent under revolving credit
facilities (it being  understood  that neither IIM nor any Lender shall have any
obligation to act as Administrative  Agent), shall not be affiliated with any of
the Borrowers and shall be reasonably acceptable to the Required Lenders.



      [Remainder of page intentionally blank; next page is signature page]



                                       64
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

Borrower:                            GTJ REIT, INC.


                                     By:
                                          -------------
                                           Name:
                                           Title:

Borrower:                            GREEN ACQUISITION, INC.


                                     By:
                                          -------------
                                           Name:
                                           Title:

Borrower:                            TRIBORO ACQUISITION, INC.


                                     By:
                                          -------------
                                           Name:
                                           Title:

Borrower:                            JAMAICA ACQUISITION, INC.


                                     By:
                                          -------------
                                           Name:
                                           Title:

Borrower:                            165-25 147TH AVENUE, LLC


                                     By:
                                          -------------
                                           Name:
                                           Title:

Borrower:                            49-19 ROCKAWAY BEACH BOULEVARD, LLC


                                     By:
                                          -------------
                                           Name:
                                           Title:

                       [Signature page to Loan Agreement]


                                       65
<PAGE>

Borrower:                           85-01 34TH AVENUE, LLC


                                    By:
                                         -------------
                                          Name:
                                          Title:

Borrower:                           114-15 GUY BREWER BOULEVARD, LLC


                                    By:
                                         -------------
                                          Name:
                                          Title:



                       [Signature page to Loan Agreement]



                                       66
<PAGE>

Initial Lenders:                     ING USA ANNUITY AND LIFE INSURANCE COMPANY
                                     ING LIFE INSURANCE AND ANNUITY COMPANY
                                     RELIASTAR LIFE INSURANCE COMPANY
                                     SECURITY LIFE OF DENVER INSURANCE COMPANY
                                     By: ING Investment Management LLC, as Agent


                                     By:
                                          -------------
                                           Name:
                                           Title:


                       [Signature page to Loan Agreement]


                                       67
<PAGE>

                                                  Schedule A to Loan Agreement


<TABLE>
<CAPTION>
                                                                                                            Principal Amount
                Name of Purchaser                     Percentage      Principal Amount of Non-Mortgage      of Mortgage Notes
                                                                            Notes to be Purchased           to be Purchased
--------------------------------------------- --------------------- -------------------------------------- -------------------
<S>                                                     <C>                    <C>                         <C>
ING USA ANNUITY AND LIFE INSURANCE COMPANY              46.21%                 $14,300,000.00              $200,000.00
                                                                               $11,834,482.76              $165,517.24
                                                                               $ 6,903,448.28              $ 96,551.72
</TABLE>

(1)  All  payments on account of Notes held by such  purchaser  shall be made by
     wire transfer of immediately available funds for credit to:

          Each such wire  transfer  shall set forth the name of the Issuer,  the
          full  title  (including  the coupon  rate,  issuance  date,  and final
          maturity  date) of the Notes on account of which such payment is made,
          a reference  to the PPN,  and the due date and  application  (as among
          principal, premium and interest) of the payment being made.

(2)  Address for all notices relating to payments:

          ING Investment Management LLC
          Suite 300
          5780 Powers Ferry Road, NW
          Atlanta, GA  30327-4349
          Attn:  Operations/Settlements
          Fax:  (770) 690-4886

(3) Address for all other communications and notices:

         ING Investment Management LLC
         Suite 300
         5780 Powers Ferry Road, NW
         Atlanta, GA  30327-4349
         Attn:  Private Placements
         Fax:  (770) 690-5057

(4) Tax Identification No.:


<PAGE>
<TABLE>
<CAPTION>

                                                                                                            Principal Amount
                Name of Purchaser                     Percentage      Principal Amount of Non-Mortgage      of Mortgage Notes
                                                                            Notes to be Purchased           to be Purchased
--------------------------------------------- --------------------- -------------------------------------- -------------------
<S>                                                     <C>                    <C>                         <C>
ING LIFE INSURANCE AND ANNUITY COMPANY                 34.48%                    $24,655,172.41               $344,827.59
</TABLE>

(1)  All  payments on account of Notes held by such  purchaser  shall be made by
     wire transfer of immediately available funds for credit to:

          Each such wire  transfer  shall set forth the name of the Issuer,  the
          full  title  (including  the coupon  rate,  issuance  date,  and final
          maturity  date) of the Notes on account of which such payment is made,
          a reference  to the PPN,  and the due date and  application  (as among
          principal, premium and interest) of the payment being made.

(2)  Address for all notices relating to payments:

         ING Investment Management LLC
         Suite 300
         5780 Powers Ferry Road, NW
         Atlanta, GA  30327-4349
         Attn:  Operations/Settlements
         Fax:  (770) 690-4886

(3)  Address for all other communications and notices:

         ING Investment Management LLC
         Suite 300
         5780 Powers Ferry Road, NW
         Atlanta, GA  30327-4349
         Attn:  Private Placements
         Fax:  (770) 690-5057

(4) Tax Identification No.:



                                      -2-

<PAGE>


<TABLE>
<CAPTION>
                                                                                                            Principal Amount
                Name of Purchaser                     Percentage      Principal Amount of Non-Mortgage      of Mortgage Notes
                                                                            Notes to be Purchased           to be Purchased
--------------------------------------------- --------------------- -------------------------------------- -------------------
<S>                                                     <C>                    <C>                         <C>
RELIASTAR LIFE INSURANCE COMPANY                        9.66%                  $6,903,448.28               $96,551.72
</TABLE>

(1)  All  payments on account of Notes held by such  purchaser  shall be made by
     wire transfer of immediately available funds for credit to:

          Each such wire  transfer  shall set forth the name of the Issuer,  the
          full  title  (including  the coupon  rate,  issuance  date,  and final
          maturity  date) of the Notes on account of which such payment is made,
          a reference  to the PPN,  and the due date and  application  (as among
          principal, premium and interest) of the payment being made.

(2)  Address for all notices relating to payments:

         ING Investment Management LLC
         Suite 300
         5780 Powers Ferry Road, NW
         Atlanta, GA  30327-4349
         Attn:  Operations/Settlements
         Fax:  (770) 690-4886

(3)  Address for all other communications and notices:

         ING Investment Management LLC
         Suite 300
         5780 Powers Ferry Road, NW
         Atlanta, GA  30327-4349
         Attn:  Private Placements
         Fax:  (770) 690-5057

(4)  Tax Identification No.:



                                      -3-
<PAGE>


<TABLE>
<CAPTION>
                                                                                                            Principal Amount
                Name of Purchaser                     Percentage      Principal Amount of Non-Mortgage      of Mortgage Notes
                                                                            Notes to be Purchased           to be Purchased
--------------------------------------------- --------------------- -------------------------------------- -------------------
<S>                                                     <C>                    <C>                         <C>
SECURITY LIFE OF DENVER                                 9.66%                  $6,903,448.28               $96,551.72
INSURANCE COMPANY
</TABLE>

(1)  All  payments on account of Notes held by such  purchaser  shall be made by
     wire transfer of immediately available funds for credit to:

          Each such wire  transfer  shall set forth the name of the Issuer,  the
          full  title  (including  the coupon  rate,  issuance  date,  and final
          maturity  date) of the Notes on account of which such payment is made,
          a reference  to the PPN,  and the due date and  application  (as among
          principal, premium and interest) of the payment being made.

(2)  Address for all notices relating to payments:

         ING Investment Management LLC
         Suite 300
         5780 Powers Ferry Road, NW
         Atlanta, GA  30327-4349
         Attn:  Operations/Settlements
         Fax:  (770) 690-4886

(3)  Address for all other communications and notices:

         ING Investment Management LLC
         Suite 300
         5780 Powers Ferry Road, NW
         Atlanta, GA  30327-4349
         Attn:  Private Placements
         Fax:  (770) 690-5057

(4)  Tax Identification No.:

                                      -4-
<PAGE>

                                                                    EXHIBIT 1.1

                    [FORM OF DECLARATION AS TO AVIS PROPERTY]

     This DECLARATION made as of the ____ day of _________ 20__, by G.T.J.  Co.,
Inc., having an office located at 60 Hempstead Avenue, West Hempstead,  New York
11552 (hereinafter referred to as "Declarant");

                                   WITNESSETH

     WHEREAS, Declarant is the fee owner of certain real property located in the
County of Queens,  City and State of New York,  designated for real property tax
purposes  as Lot 34 on Tax Block 1082  commonly  known by the street  address as
23-25 87th Street ("Lot 34") and Lot 121 of Tax Block 1083 commonly known by the
street address as 88-08 23rd Avenue ("Lot 121") (together,  Lots 121 and Lot 34,
hereinafter  referred to as the "Subject  Properties") and is more  particularly
described in Exhibit A, annexed hereto and made part hereof; and

     WHEREAS,   _________________   Title   Insurance   Company   has  issued  a
Certification  of Parties in  Interest,  annexed  hereto as Exhibit B and made a
part  hereof,   that  as  of  the  ___,  day  of  _____,  20__,   Declarant  and
__________________________,    herein    after   also    referred    to   as   a
("Party-in-Interest"),  is(are) the only  Party(ies)-in-Interest  (as defined in
subdivision  (c) of the definition of "zoning lot" set forth in Section 12-10 of
the Zoning Resolution of the City of New York) in the Subject Properties; and

     WHEREAS,  all  Parties-in-Interest  to the Subject  Properties  have either
executed this  Declaration or waived their rights to execute this Declaration by
written instrument  annexed hereto as Exhibit B-1 and made a part hereof,  which
instrument is intended to be recorded simultaneously with this Declaration; and

     WHEREAS, Declarant has proposed to rezone Lot 121 of the Subject Properties
from  M1-1\C4-2\R3-2  to M1-1\C4-1  and has  submitted an  application  numbered
060467 ZMQ (the  "Application")  for review by the New York City  Department  of
City  Planning  (the "DCP")  under the Uniform  Land Use Review  Procedure  (the
"ULURP") as set forth in the New York City Charter,  sections 197-c,  197-d, 200
and 201 and the procedures set forth in the paragraph  immediately following the
next paragraph; and

     WHEREAS,  Declarant has proposed to demap 88th Street between 23rd and 24th
Avenues,  which would result in the Subject  Properties  in  combination  with a
portion of the demapped street becoming a single zoning lot, and has submitted a
companion  application  numbered  060466 MMQ (the "Companion  Application")  for
review  by the DCP  under  ULURP  as set  forth in the New  York  City  Charter,
sections  197-c,  197-d and 199 and the  procedures  set forth in the  paragraph
immediately following; and

     WHEREAS, an environmental  assessment of the Subject Properties pursuant to
the  State  Environmental   Quality  Review  Act  (the  "SEQRA")  and  the  City
Environmental Quality Review (the "CEQR") is under review in connection with the


<PAGE>

Application and the Companion  Application  (CEQR # 06DCP048Q) and,  pursuant to
the SEQRA and CEQR, the Department of  Environmental  Protection (the "DEP") has
reviewed the  environmental  assessment,  including the historic land use of the
Subject Properties; and

     WHEREAS,  the  results of such review as  documented  in DEP's June 6, 2006
letter  attached  hereto  as  Exhibit  C and made a part  hereof,  indicate  the
potential presence of hazardous materials; and

     WHEREAS,  Declarant  desires to identify  the  existence  of any  potential
hazardous  materials  and  remediate  any  such  hazardous  materials  found  in
connection with the development or redevelopment  of the Subject  Properties and
has agreed to submit a  hazardous  materials  sampling  protocol  prepared  by a
qualified consultant and including a health and safety plan, (as approved by DEP
the "Sampling  Protocol"),  which shall be submitted for the approval of DEP and
to test and identify any potential  hazardous materials pursuant to the approved
Sampling  Protocol  and,  if such  hazardous  materials  are found,  to submit a
hazardous  materials  remediation plan,  including a health and safety plan, (as
approved by DEP the "Remediation Plan") and upon the approval of the Remediation
Plan by DEP, the Declarant  shall provide for the  remediation of such hazardous
materials; and

     WHEREAS,  Declarant  agrees to  implement  the  Sampling  Protocol  and all
hazardous  material  remediation  required by the Remediation  Plan, if any, and
desires to restrict the manner in which the Subject Property may be developed or
redeveloped  by  having  the   implementation   of  the  Sampling  Protocol  and
Remediation Plan, if any,  performed to the satisfaction of DEP, as evidenced by
a writing as set forth herein, be a condition  precedent to any change of use or
soil disturbance for any such development or redevelopment; and

     WHEREAS,  Declarant  intends  this  Declaration  to  be  binding  upon  all
successors and assigns; and

     WHEREAS,  Declarant intends this Declaration to benefit all land owners and
tenants  including the City of New York ("the City")  without  consenting to the
enforcement of this Declaration by any party or entity other than the City.

     NOW,  THEREFORE,  Declarant  does hereby declare and agree that the Subject
Properties  shall be held,  sold,  transferred,  and  conveyed,  subject  to the
restrictions  and obligations  which are for the purpose of protecting the value
and  desirability  of the Subject  Properties and which shall run with the land,
binding the  successors and assigns of Declarant so long as they have any right,
title or interest in the Subject Properties or any part thereof:

     1. (a)  Declarant  covenants  and agrees that no  application  for grading,
excavation,  foundation,  alteration,  building or other permit  respecting  the
Subject  Properties  which  permits  soil  disturbance  shall be submitted to or
accepted from the Department of Buildings (the "DOB") by the Declarant until DEP
has issued to DOB, as  applicable,  either a Notice of No Objection as set forth
in Paragraph  2(a), a Notice to Proceed as set forth in Paragraph 2(b), a Notice
of Satisfaction as set forth in Paragraph 2(c) or a Final Notice of Satisfaction
as set forth in Paragraph  2(d).  Declarant shall submit a copy of the Notice of


                                       2
<PAGE>

No  Objection,  Notice to Proceed,  Notice of  Satisfaction  or Final  Notice of
Satisfaction  to the DOB at the time of filing of any  application  set forth in
this Paragraph 1(a).

     (b)  Declarant  further  covenants  and agrees  that no  application  for a
temporary or permanent  Certificate  of Occupancy  that reflects a change in use
group  respecting the Subject  Properties shall be submitted to or accepted from
DOB by the Declarant until DEP has issued to DOB, as applicable, either a Notice
of No Objection as set forth in Paragraph  2(a), a Notice of Satisfaction as set
forth in  Paragraph  2(c) or a Final  Notice  of  Satisfaction  as set  forth in
Paragraph  2(d).  Declarant  shall submit a copy of the Notice of No  Objection,
Notice of Satisfaction or Final Notice of Satisfaction to the DOB at the time of
filing of any application set forth in this Paragraph 1(b).

     2. (a) Notice of No  Objection - DEP shall  issue a Notice of No  Objection
after the  Declarant  ha has  completed  the work set forth in the DEP  approved
Sampling  Protocol  and DEP has  determined  in writing that the results of such
sampling demonstrate that no hazardous materials remediation is required for the
proposed project.

     (b)  Notice  to  Proceed - DEP shall  issue a Notice  to  Proceed  after it
determines  that: (i) the Remediation Plan has been approved by DEP and (ii) the
permit(s)  respecting the Subject  Properties that permit  grading,  excavation,
foundation,   alteration,  building  or  other  permit  respecting  the  Subject
Properties which permits soil disturbance or construction of the  superstructure
are  necessary to further the  implementation  of the DEP  approved  Remediation
Plan.

     (c) Notice of Satisfaction - DEP shall issue a Notice of Satisfaction after
the  Remediation  Plan  has  been  prepared  and  accepted  by DEP  and  DEP has
determined  in  writing  that the  Remediation  Plan has been  completed  to the
satisfaction of DEP.

     (d)  Final  Notice of  Satisfaction  - DEP  shall  issue a Final  Notice of
Satisfaction  after the  Remediation  Plan has been prepared and accepted by DEP
and DEP has set forth in writing,  that the Remediation  Plan has been completed
to the  satisfaction  of DEP and all  potential  hazardous  materials  have been
removed or remediated  and no further  hazardous  remediation is required on the
Subject Properties as determined by DEP.

     3.   Declarant   represents  and  warrants  with  respect  to  the  Subject
Properties,  that no  restrictions  of  record,  nor any  present  or  presently
existing estate or interest in the Subject Properties nor any lien, encumbrance,
obligation,  covenant  of any  kind  preclude,  presently  or  potentially,  the
imposition of the obligations and agreements of this Declaration.

     4.  Declarant  acknowledges  that the City is an  interested  party to this
Declaration  and consents to the enforcement of this  Declaration  solely by the
City, administratively or at law or at equity, of the obligations,  restrictions
and agreements pursuant to this Declaration.

     5. The provisions of this Declaration  shall inure to the benefit of and be
binding  upon the  respective  successors  and  assigns  of the  Declarant,  and
references  to the  Declarant  shall be deemed to include  such  successors  and
assigns as well as  successors  to their  interest  in the  Subject  Properties.


                                       3
<PAGE>

References  in this  Declaration  to agencies or  instrumentalities  of the City
shall be deemed to  include  agencies  or  instrumentalities  succeeding  to the
jurisdiction thereof.

     6. Declarant shall be liable in the performance of any term, provision,  or
covenant in this Declaration, subject to the following provisions:

     The City and any other party relying on this  Declaration  will look solely
to the fee estate  interest of the Declarant in the Subject  Properties  for the
collection  of any money  judgment  recovered  against  Declarant,  and no other
property  of the  Declarant  shall  be  subject  to  levy,  execution,  or other
enforcement  procedure for the  satisfaction  of the remedies of the City or any
other  person  or  entity  with  respect  to this  Declaration.  The  Declarant,
including its officers,  managers and members,  shall have no personal liability
under this Declaration.

     7. The obligations,  restrictions and agreements herein shall be binding on
the  Declarant or other parties in interest only for the period during which the
Declarant  and any such  Party-in-Interest  holds  an  interest  in the  Subject
Properties; provided, however, that the obligations, restrictions and agreements
contained  in this  Declaration  may not be  enforced  against the holder of any
mortgage  unless and until  such  holder  succeeds  to the fee  interest  of the
Declarant by way of foreclosure or deed in lieu of foreclosure.

     8. Declarant shall indemnify the City, its respective  officers,  employees
and agents from all claims,  actions,  or judgments for loss,  damage or injury,
including death or property  damage of whatsoever  kind or nature,  arising from
Declarant's  obligations under this Declaration,  including without  limitation,
the  negligence  or  carelessness  of the  Declarant,  its  agents,  servants or
employees in undertaking such obligations; provided, however, that should such a
claim be made or action  brought,  Declarant shall have the right to defend such
claim or action with  attorneys  reasonably  acceptable  to the City and no such
claim or action shall be settled without the written consent of the City.

     9. If Declarant is found by a court of competent  jurisdiction to have been
in default in the performance of its  obligations  under this  Declaration,  and
such finding is upheld on a final appeal by a court of competent jurisdiction or
by other proceeding or the time for further review of such finding or appeal has
lapsed,  Declarant  shall  indemnify and hold harmless the City from and against
all reasonable legal and administrative expenses arising out of or in connection
with the enforcement of Declarant's  obligations  under this Declaration as well
as  any  reasonable  legal  and  administrative  expenses  arising  out of or in
connection with the enforcement of any judgment  obtained against the Declarant,
including but not limited to the cost of undertaking  the  Remediation  Plan, if
any.

     10.  Declarant shall cause every individual or entity that between the date
hereof   and  the  date  of   recordation   of  this   Declaration,   becomes  a
Party-in-Interest  (as defined in  subdivision  (c) of the definition of "zoning
lot" set forth in  Section  12-10 of the  Zoning  Resolution  of the City of New
York) to all or a  portion  of the  Subject  Properties  to waive  its  right to
execute this Declaration and subordinate its interest in the Subject  Properties
to this  Declaration.  Any  mortgage  or  other  lien  encumbering  the  Subject
Properties  in effect  after the  recording  date of this  Declaration  shall be
subject  and   subordinate   hereto  as  provided   herein.   Such  waivers  and


                                       4
<PAGE>

subordination  shall be attached to this Declaration as Exhibits and recorded in
the Office of the County or City Register.

     11. This Declaration and the provisions hereof shall become effective as of
the date of this Declaration.  Within five (5) business days of the date hereof,
Declarant  shall  submit  this  Declaration  for  recording  or shall cause this
Declaration  to be submitted  for  recording in the Office of the County or City
Register,  where it will be indexed  against the Subject  Properties.  Declarant
shall  promptly  deliver to the DEP and the Department of City Planning proof of
recording in the form of an affidavit of recording  attaching the filing receipt
and a copy of the  Declaration as submitted for recording.  Declarant shall also
provide a certified copy of this  Declaration as recorded to DEP and DCP as soon
as a certified copy is available.

     12. This  Declaration may be amended or modified by Declarant only with the
approval  of DEP or the  agency  succeeding  to its  jurisdiction  and no  other
approval or consent shall be required from any other public body, private person
or legal entity of any kind. A statement  signed by the Deputy  Commissioner  of
the Bureau of  Environmental  Planning and  Assessment of DEP, or such person as
authorized by the Deputy  Commissioner,  certifying  approval of an amendment or
modification of this  Declaration  shall be annexed to any instrument  embodying
such amendment or modification.

     13. Any submittals  necessary under this  Declaration from Declarant to DEP
shall be addressed  to the Deputy  Commissioner  of the Bureau of  Environmental
Planning  and  Assessment  of DEP,  or such person as  authorized  by the Deputy
Commissioner. As of the date of this Declaration DEP's address is:

                        New York City Department of Environmental Protection
                        59-17 Junction Blvd
                        Flushing, New York 11373

     14. Declarant expressly  acknowledges that this Declaration is an essential
element of the SEQRA review  conducted in connection with the Application and as
such the filing and recordation of this Declaration may be a precondition to the
determination  of significance  pursuant to the SEQRA  Regulations,  Title 6 New
York Code of Rules and Regulations ("NYCRR") Part 617.7.

     15.  Declarant  acknowledges  that the  satisfaction of the obligations set
forth  in  this  Declaration  does  not  relieve  Declarant  of  any  additional
requirements imposed by Federal, State or Local laws.

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

     17. Wherever in this Declaration,  the  certification,  consent,  approval,
notice or other action of Declarants,  DEP or the City is required or permitted,
such  certification,  consent,  approval,  notice or other  action  shall not be
unreasonably withheld or delayed.

                                       5
<PAGE>

     18. In the event that any provision of this Declaration is deemed, decreed,
adjudged  or  determined  to be  invalid  or  unlawful  by a court of  competent
jurisdiction,  such  provision  shall be  severable  and the  remainder  of this
Declaration shall continue to be in full force and effect.

     19.  This   Declaration   and  its   obligations   and  agreements  are  in
contemplation  of Declarant  receiving  approvals  or modified  approvals of the
Application.  In the event that the Declarant withdraws the Application before a
final  determination  or the  Application is not approved,  the  obligations and
agreements  pursuant to this Declaration shall have no force and effect and this
Declaration shall be cancelled.

     20. Notice of  Cancellation - Declarant may request that DEP issue a Notice
of Cancellation  upon the occurrence of the following  steps:  (i) Declarant has
withdrawn  the  Application  in  writing  before  a final  determination  on the
Application;  (ii) the Application was not approved by the DCP; or (iii) DEP has
issued a Final Notice of Satisfaction  indicating  that all potential  hazardous
materials have been removed or remediated and no further  hazardous  remediation
is required  on the Subject  Properties.  Upon such  request,  DEP shall issue a
Notice of Cancellation  after it has determined to DEP's own  satisfaction  that
the above  referenced  steps,  as applicable,  have occurred.  Upon receipt of a
Notice of  Cancellation  from  DEP,  Declarant  shall  cause  such  Notice to be
recorded in the same  manner as the  Declaration  herein,  thus  rendering  this
Restrictive  Declaration null and void.  Declarant shall promptly deliver to DEP
and the DCP a certified copy of such Notice of Cancellation as recorded.

         IN WITNESS WHEREOF, Declarant has executed this Declaration as of the
day and year first above written.


                                       By: __________________________

                                       Title: ________________________



<PAGE>


                          CERTIFICATE OF ACKNOWLEDGMENT


STATE OF NEW YORK     )
                                              ) .ss.:
COUNTY OF __________  )


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

                                  __________________________
                                  Notary Public


                                       7
<PAGE>



                                    EXHIBIT A

                     LEGAL DESCRIPTION OF SUBJECT PROPERTIES
                         Tax Block ___, Lots __________




                                       8
<PAGE>


                                    EXHIBIT B
                            [This is a sample form.]

    [Final version must appear on Title Co letterhead and be acknowledged by
                                    Title Co]

                     Certification of "Parties in Interest"

Parties in Interest as defined in subparagraph  (c) in the definition of "zoning
lot" in  section  12-10  of the  Zoning  Resolution  of the  City  of New  York,
effective December 15, 1961, as amended.

___________________,  a Title Insurance  Company  licensed to do business in the
State of New York and having its principal office at ___________________, hereby
certifies that as to the land hereafter  described being a tract of land, either
unsubdivided  or  consisting  of two or more lots of  record,  contiguous  for a
minimum  of ten  linear  feet,  located  within  a single  block  in the  single
ownership of ________________ and that all the parties in interest  constituting
a party as defined in section 12-10 subparagraph (c) of the Zoning Resolution of
the City of New York, effective December 15, 1961, as amended, are as of the ___
day of _______, 20__ the following:

NAME/ADDRESS                                        NATURE OF INTEREST
                                                    Fee Owner
1.

2.                                                  Mortgage and secured party
                                                    on UCC Financing Statements

3.                                                 Tenant

The subject tract of land with respect to which the  foregoing  parties are thus
parties in interest as aforesaid,  is known as Tax Lot  Number(s)  ____ in Block
______  on the  Tax  map of the  City  of New  York,  _______  County  and  more
particularly described as follows:


                            SEE ATTACHED SCHEDULE "A"

                                       9
<PAGE>


                                   EXHIBIT B-1

___________________________  being a "Party in  Interest"  as defined in Section
12-10 ("Zoning Lot"--  subdivision (c)) of the Zoning  Resolution of the City of
New York,  effective  December  15, 1961,  as amended,  with respect to the land
known as Tax Lot(s)  _______  in Block  ______ on the Tax Map of the City of New
York,  _______County  and more  particularly  described  in  Exhibit A  attached
hereto,  hereby waives its right to execute a declaration dated _________,  20__
made by _________________  regarding hazardous materials testing and remediation
on such land.

     IN WITNESS  WHEREOF,  the  undersigned has executed this waiver this day of
_____, 20__.


                                                 _____________________________

                                                 By: __________________________



                                       10
<PAGE>


                          CERTIFICATE OF ACKNOWLEDGMENT


STATE OF NEW YORK     )
                                              ) .ss.:
COUNTY OF __________  )


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

                                  ____________________________
                                  Notary Public


                                       11
<PAGE>


                                    EXHIBIT C

                    DEP letter dated _______, 20__ to follow



                                       12
<PAGE>

                                                         EXHIBIT 5.1(a)(ii)(1)


                             [FORM OF MORTGAGE NOTE]


                                 GTJ REIT, INC.,
                            GREEN ACQUISITION, INC.,
                            TRIBORO ACQUISITION, INC,
                           JAMAICA ACQUISITION, INC.,
                            165-25 147TH AVENUE, LLC,
                      49-19 ROCKAWAY BEACH BOULEVARD, LLC,
                           85-01 24TH AVENUE, LLC, AND
                        114-15 GUY BREWER BOULEVARD, LLC


                              SENIOR MORTGAGE NOTE

No. MR-___                                                       [Date]

$___________                                                    PPN:  36238@ AA4

         FOR VALUE RECEIVED, each of GTJ REIT, INC., a Maryland corporation (the
"Parent"), GREEN ACQUISITION, INC., a New York corporation, TRIBORO ACQUISITION,
INC, a New York corporation, JAMAICA ACQUISITION, INC., a New York corporation,
165-25 147TH AVENUE, LLC, a New York limited liability company (the "First Green
Operating Subsidiary"), 49-19 ROCKAWAY BEACH BOULEVARD, LLC, a New York limited
liability company (the "Second Green Operating Subsidiary"), 85-01 24TH AVENUE,
LLC, a New York limited liability company (the "Triboro Operating Subsidiary"),
and 114-15 GUY BREWER BOULEVARD, LLC, a New York limited liability company (the
"Jamaica Operating Subsidiary") (collectively, herein called the "Borrowers"),
jointly and severally hereby promises to pay to ______________________, or
registered assigns, the principal sum of __________________ DOLLARS (or so much
thereof as shall remain outstanding) on July 1, 2010, subject to extension at
the option of the Borrowers as set forth in Section 7 below (the "Maturity
Date"), with interest (computed on the basis of a 360-day year of twelve 30-day
months), payable monthly on the first day of each calendar month commencing on
August 1, 2007 and at maturity, (i) on the unpaid balance at the rate of 6.59%
per annum (the "Interest Rate"), and (ii) to the extent permitted by law, on any
overdue payment of such interest and, during the continuance of an Event of
Default (as defined below), on such unpaid principal balance and on any overdue
payment of any Make-Whole Amount (as defined below), at a rate per annum from
time to time equal to the Default Rate. The Default Rate shall mean the lesser
of (a) the Interest Rate plus two percent (2%) and (b) the highest rate
permitted by applicable law.

     1. Manner of Payment.  Payment of  principal,  interest and any  Make-Whole
Amount with respect to this  Mortgage Note are to be made in lawful money of the
United States of America.

<PAGE>


     2. Senior  Mortgage  Notes.  This Mortgage Note is one of a class of senior
notes  (herein  called  the  "Mortgage  Notes")  issued  pursuant  to  the  Loan
Agreement,  dated as of June 30, 2007 (as from time to time amended, restated or
otherwise  modified,  the  "Loan  Agreement"),  among  the  Borrowers,  and  the
respective Lenders named therein, and is entitled to the benefits thereof and of
a certain Mortgage and Security Agreement (the "Mortgage") of even date herewith
made by the  First  Green  Operating  Subsidiary,  the  Second  Green  Operating
Subsidiary,   the  Triboro  Operating   Subsidiary  and  the  Jamaica  Operating
Subsidiary  encumbering  such  parties'  respective  fee simple  interest in the
properties  known as (i)  165-25  147th  Avenue,  Jamaica,  Queens,  (ii)  49-19
Rockaway Beach  Boulevard,  Averne,  Queens,  New York, (iii) 85-01 24th Avenue,
East Elmhurst, New York and (iv) 114-15 Guy Brewer Boulevard,  Jamaica,  Queens,
New York.

     3.  Registered  Mortgage Note. This Mortgage Note is a registered note and,
as provided in the Loan  Agreement,  upon  surrender of this  Mortgage  Note for
registration of transfer,  duly endorsed, or accompanied by a written instrument
of transfer  duly  executed,  by the  registered  holder hereof or such holder's
attorney duly  authorized in writing,  a new Mortgage Note for a like  principal
amount will be issued to, and registered in the name of, the  transferee.  Prior
to due  presentment for  registration  of transfer,  the Borrowers may treat the
person in whose name this  Mortgage  Note is  registered as the owner hereof for
the purpose of receiving  payment and for all other purposes,  and the Borrowers
will not be affected by any notice to the contrary.

     4.  Optional  Prepayment.   This  Mortgage  Note  is  subject  to  optional
prepayment at the times and on the terms specified below:

     (a) Provided that there are no  Non-Mortgage  Loans (as defined in the Loan
Agreement) outstanding or Commitments (as defined in the Loan Agreement) to make
Non-Mortgage  Loans  available from the Lenders to the Borrowers,  the Borrowers
may, at their  option,  upon notice as provided in  subsection  (b),  prepay the
outstanding  principal of this Mortgage Note, and all other notes evidencing the
Mortgage  Loan (as defined in the Loan  Agreement),  in whole but not in part at
any time on or after the date that is 30 months after the date hereof,  together
with  all  accrued  interest  thereon  and  any  applicable  Make-Whole  Amount.
Notwithstanding  the  above-described  lock-out  period,  if Lenders  permit the
Borrowers  to prepay  the  Non-Mortgage  Loans  prior to the  expiration  of the
lock-out  period,  the  Borrowers  shall also be entitled to prepay the Mortgage
Loan,  together with all accrued interest thereon and any applicable  Make-Whole
Amount.

     (b) The Parent will give each Lender  written  notice of its  intention  to
make the optional  prepayment  hereunder  not less than five  Business  Days (as
defined in the Loan  Agreement)  and in any event not more than 60 days prior to
the date fixed for such prepayment. Each such notice shall specify (i) such date
(which shall be a Business  Day),  (ii) the  aggregate  principal  amount of the
Mortgage  Loan to be  prepaid on such date,  (iii) the  principal  amount of the
Mortgage  Loan held by each  Lender to be prepaid,  and (iv) the  interest to be
paid on the  prepayment  date  with  respect  to such  principal  amounts  being
prepaid,  accompanied by a certificate of a Senior Financial Officer (as defined
in the Loan Agreement) as to the estimated  Make-Whole  Amount due in connection
with such prepayment  (calculated as if the date of such notice were the date of
the  prepayment),  setting forth the details of such  computation.  Two Business
Days prior to any such prepayment of the Mortgage Loan, the Parent shall deliver

                                      -2-
<PAGE>

to each  Lender a  certificate  of a Senior  Financial  Officer  specifying  the
calculation of such Make-Whole Amount as of the specified prepayment date.

     (c) The  principal  amount of the Mortgage Loan shall mature and become due
and payable on the date fixed for such  prepayment,  together  with  interest on
such principal amount accrued to such date and the applicable Make-Whole Amount,
if any. From and after such date,  unless the  Borrowers  shall fail to pay such
principal  amount when so due and payable,  on the date so fixed for prepayment,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue.

     (d) The Borrowers will not and will not permit any Affiliate (as defined in
the Loan Agreement) to prepay, purchase,  redeem or otherwise acquire,  directly
or  indirectly,  the Mortgage  Loan except upon the payment or prepayment of the
Mortgage  Loan in  accordance  with the terms of this Mortgage Note and the Loan
Documents.

     (e) "Make-Whole Amount" means an amount equal to the excess, if any, of the
Discounted Value of the Called Principal of the Mortgage Loan over the amount of
such Called  Principal;  provided that the Make-Whole  Amount may in no event be
less than 1% of the Called  Principal  of the Mortgage  Loan.  In no event shall
delivery to any of the Lenders of any certificate of a Senior Financial  Officer
(or of any other writing by or on behalf of any of the Borrowers) specifying the
calculation  of any  Make-Whole  Amount  affect  the  rights of the  Lenders  to
challenge the accuracy of any such  calculation  or the rights of the Lenders to
be paid the full amount of any Make-Whole  Amount due to them in accordance with
the terms of this  Agreement.  For the purposes of  determining  the  Make-Whole
Amount, the following terms have the following meanings:

     (i) "Called Principal" means the principal of such Mortgage Loan that is to
be prepaid  pursuant to the terms of this Section 4 or has become or is declared
to be immediately due and payable as a result of an Event of Default (as defined
in Section 9 below), as the context requires.

     (ii) "Discounted  Value" means, with respect to the Called Principal of the
Mortgage Loan, the amount obtained by discounting such Called Principal from the
Maturity Date to the Settlement Date with respect to such Called  Principal,  in
accordance with accepted financial practice and at a discount factor (applied on
the same  periodic  basis as that on which  interest  on the  Mortgage  Loans is
payable) equal to the Reinvestment Yield with respect to such Called Principal.

     (iii)  "Reinvestment  Yield" means, with respect to the Called Principal of
the Mortgage Loan, the yield to maturity implied by (i) the yield reported as of
10:00  a.m.  (New York City  time) on the  second  Business  Day  preceding  the
Settlement Date with respect to such Called Principal, on the applicable display
page in the pages  designated  as Pages PX1 through 8 (or such other  display as
may replace such pages on Bloomberg Financial Markets  ("Bloomberg") or, if such
page (or its successor screen on Bloomberg) is unavailable,  the Telerate Access
Service screen that  corresponds  most closely to such page for actively  traded
U.S.  Treasury  securities having a maturity equal to the Remaining Life of such
Called  Principal  as of such  Settlement  Date or  (ii)  if such  yield  is not

                                      -3-
<PAGE>

reported  as of  such  time  or  the  yield  reported  as of  such  time  is not
ascertainable,  the Treasury Constant  Maturity Series Yields reported,  for the
latest day for which such yield has been so reported  as of the second  Business
Day  preceding the  Settlement  Date with respect to such Called  Principal,  in
Federal  Reserve  Statistical  Release H.15 (519) (or any  comparable  successor
publication) for such U.S. Treasury  security.  The Reinvestment  Yield shall be
rounded to the number of decimal places as appears in the Interest Rate.

     (iv) "Remaining  Life" means,  with respect to such Called  Principal,  the
number of years  (calculated to the nearest  one-twelfth  year) that will elapse
between  the  Settlement  Date with  respect to such  Called  Principal  and the
Maturity Date.

     (v) "Settlement  Date" means the date on which such Called  Principal is to
be  prepaid  pursuant  to this  Section  4 or has  become or is  declared  to be
immediately due and payable as a result of an Event of Default.

     5. Method of Payment; When Payments Deemed Made. The Borrowers will pay all
sums becoming due hereunder by Federal funds transfer of  immediately  available
funds to the  account  of the  Lender as  specified  in  Schedule  A to the Loan
Agreement, or by such other method or at such other address as such Lender shall
have from time to time  specified  to the  Parent in writing  for such  purpose,
without the  presentation or surrender of any Mortgage Note or the making of any
notation  thereon.  Any such payment to be made to the Lender shall be deemed to
have been made on the Business Day such payment  actually  becomes  available to
the Lender at such Lender's bank prior to the 1:00 p.m.  (local time in New York
City).

     6. Payments Due on Non-Business Days.

     Anything herein to the contrary  notwithstanding  (but without limiting the
requirements of Section 4 that any date specified for prepayment of the Mortgage
Loan shall be a Business Day), any payment of principal of or Make-Whole  Amount
or interest on the Mortgage Loan that is due on a date other than a Business Day
shall  be made  on the  next  succeeding  Business  Day  without  including  the
additional days elapsed in the computation of the interest  payable on such next
succeeding Business Day; provided that if the Maturity Date is a date other than
a Business Day, the payment  otherwise due on the Maturity Date shall be made on
the next  succeeding  Business Day and shall include the additional days elapsed
in the computation of interest payable on such next succeeding Business Day.

     7. Prepayment in the Event of Casualty or  Condemnation;  Prepayment Upon a
Change in Control.  Proceeds of  casualty  or  condemnation  shall be applied in
accordance with Sections 2.04 and 2.05 of the Mortgage. In the event of a Change
of Control (as defined in the Loan Agreement), Section 4.4 of the Loan Agreement
shall govern.

     8. Extension of Maturity Date.  Provided that no Default (as defined in the
Loan Agreement) or Event of Default shall then be continuing,  the Borrowers may
extend the Maturity Date in strict  accordance  with Section  4.2(b) of the Loan
Agreement.  In no event shall the  Maturity  Date be extended  more than two (2)
years.

     9.  Event of  Default.  An "Event  of  Default"  shall  exist if any of the
following conditions or events shall occur and be continuing:

     (a) the  Borrowers  default in the payment of any  principal or  Make-Whole
Amount  with  respect to this  Mortgage  Note or any other note  evidencing  the
Mortgage Loan when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration of otherwise; or

     (b) the Borrowers  default in the payment of interest on this Mortgage Note
or any other note  evidencing  the Mortgage Loan for more than two Business Days
after the same become due and payable; or

     (c) an Event of Default shall occur under the Loan Agreement,  the Mortgage
or any other Loan Document.

     If an Event of Default  occurs and is  continuing,  the  principal  of this
Mortgage Note may be declared or otherwise become due and payable in the manner,
at the price  (including any applicable  Make-Whole  Amount) and with the effect
provided in the Loan Agreement.

     10. Joint and Several.  Subject to Section 3.6 of the Loan Agreement,  each
Borrower shall be jointly and severally  liable with respect to the  obligations
under this Mortgage Note.

     11.  Governing  Law.  This Mortgage Note shall be construed and enforced in
accordance  with, and the rights of the parties shall be governed by, the law of
the  State of New York  excluding  choice-of-law  principles  of the law of such
State that would require the  application  of the laws of a  jurisdiction  other
than such State.

Borrower:                   GTJ REIT, INC.


                            By:_____________________________
                                  Name:
                                  Title:

Borrower:                   GREEN ACQUISITION, INC.


                            By:_____________________________
                                  Name:
                                  Title:


<PAGE>



Borrower:                   TRIBORO ACQUISITION, INC


                            By:_____________________________
                                  Name:
                                  Title:




Borrower:                   JAMAICA ACQUISITION, INC.


                            By:_____________________________
                                  Name:
                                  Title:

Borrower:                   165-25 147TH AVENUE, LLC

                            By:_____________________________
                                  Name:
                                  Title:


Borrower:                   49-19 ROCKAWAY BEACH BOULEVARD, LLC

                            By:_____________________________
                                  Name:
                                  Title:



<PAGE>



Borrower:                   85-01 24TH AVENUE, LLC

                            By:_____________________________
                                   Name:
                                   Title:

Borrower:                   114-15 GUY BREWER BOULEVARD, LLC


                            By:_____________________________
                                   Name:
                                   Title:


                                      -7-

<PAGE>


                                                          EXHIBIT 5.1(a)(ii)(2)


                           [FORM OF NON-MORTGAGE NOTE]


                                 GTJ REIT, INC.,
                            GREEN ACQUISITION, INC.,
                            TRIBORO ACQUISITION, INC,
                           JAMAICA ACQUISITION, INC.,
                            165-25 147TH AVENUE, LLC,
                      49-19 ROCKAWAY BEACH BOULEVARD, LLC,
                           85-01 24TH AVENUE, LLC, AND
                        114-15 GUY BREWER BOULEVARD, LLC


                                   SENIOR NOTE

No. R-___                                               [Date]

$_____________                                          PPN:  36238@ AB2

     Unless otherwise indicated,  capitalized terms used in this Note shall have
the respective meanings ascribed to such terms in the Loan Agreement referred to
below.

     FOR VALUE RECEIVED,  each of GTJ REIT, INC., a Maryland corporation,  GREEN
ACQUISITION, INC., a New York corporation, TRIBORO ACQUISITION, INC., a New York
corporation,  JAMAICA  ACQUISITION,  INC., a New York corporation,  165-25 147TH
AVENUE,  LLC,  a New  York  limited  liability  company,  49-19  ROCKAWAY  BEACH
BOULEVARD,  LLC, a New York limited liability company, 85-01 24TH AVENUE, LLC, a
New York limited liability company, and 114-15 GUY BREWER BOULEVARD,  LLC, a New
York limited  liability company  (collectively,  herein called the "Borrowers"),
jointly and  severally  (but  subject to the  provisions  of the Loan  Agreement
referred  to  below),  hereby  promises  to  pay to  ______________________,  or
registered assigns:

     (a)  the principal sum of _____________________ DOLLARS (or so much thereof
          as shall have been advanced and remain outstanding as Revolving Loans)
          on July 1,  2010,  or such later  date to which  such  Revolving  Loan
          Maturity Date may be extended in accordance  with such Loan Agreement,
          with  interest  (computed  on the  basis of a  360-day  year of twelve
          30-day months),  payable monthly on each Monthly Interest Payment Date
          and at  maturity,  (i) on  the  unpaid  balance  referred  to in  this
          sub-paragraph  (a) at the  Variable  Interest  Rate,  and  (ii) to the
          extent  permitted by law, on any overdue payment of such interest and,
          during the continuance of an Event of Default, on such unpaid balance,
          at a rate per annum from time to time equal to the Default Rate;

     (b)  the principal sum of _____________________ DOLLARS (or so much thereof
          as shall have been  advanced  and remain  outstanding  as Initial Term
          Loans) on July 1,  2010,  with  interest  (computed  on the basis of a

<PAGE>

          360-day year of twelve 30-day months), payable monthly on each Monthly
          Interest  Payment  Date and at  maturity,  (i) on the  unpaid  balance
          referred  to in  this  sub-paragraph  (a) at  the  Initial  Term  Loan
          Interest Rate, and (ii) to the extent permitted by law, on any overdue
          payment of such interest and,  during the  continuance  of an Event of
          Default,  on such unpaid  balance  and on any  overdue  payment of any
          Make-Whole  Amount, at a rate per annum from time to time equal to the
          Default Rate; and

     (c)  any portion of the principal sum referred to in subparagraph (a) above
          that  shall  have  been  converted  to  an  Additional  Term  Loan  in
          accordance  with Section 3.3 of the Loan Agreement (or so much thereof
          as shall not have been prepaid) on the  Additional  Term Loan Maturity
          Date, with interest (computed on the basis of a 360-day year of twelve
          30-day months),  payable on each Monthly  Interest Payment Date and at
          maturity,  (i) on the unpaid balance referred to in this sub-paragraph
          (b) at the Additional  Term Loan Interest Rate, and (ii) to the extent
          permitted by law, on any overdue  payment of such interest and, during
          the continuance of an Event of Default,  on such unpaid balance and on
          any overdue payment of any Make-Whole Amount, at a rate per annum from
          time to time equal to the Default Rate.

     Payments  of  principal  of,  interest  on and any  Make-Whole  Amount with
respect  to this Note are to be made in  lawful  money of the  United  States of
America as provided in the Loan Agreement.

     This Note is one of a class of senior  notes  (herein  called the  "Notes")
issued pursuant to the Loan  Agreement,  dated as of June 30, 2007 (as from time
to time amended,  restated or otherwise modified,  the "Loan Agreement"),  among
the Borrowers,  and the respective Lenders named therein, and is entitled to the
benefits  thereof.  Each holder of this Note will be deemed,  by its  acceptance
hereof,  to have (i)  agreed  to the  confidentiality  provisions  set  forth in
Section 9.3 of the Loan Agreement and (ii) made the representations set forth in
Section 6.2(b) of the Loan Agreement. Each holder of this Note is a Lender under
the Loan Agreement and, subject to the terms and provisions thereof,  may have a
Commitment to make additional Loans to the Borrowers thereunder.

     This Note is a registered Note and, as provided in the Loan Agreement, upon
surrender  of  this  Note  for  registration  of  transfer,  duly  endorsed,  or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's  attorney duly authorized in writing,  a new Note
for a like  principal  amount will be issued to, and  registered in the name of,
the  transferee.  Prior to due presentment  for  registration  of transfer,  the
Borrowers  may treat the  person in whose  name this Note is  registered  as the
owner  hereof for the purpose of receiving  payment and for all other  purposes,
and the Borrowers will not be affected by any notice to the contrary.

     This Note is subject to optional prepayment,  in whole or from time to time
in part, at the times and on the terms specified in the Loan Agreement,  but not
otherwise.

                                      -2-

     If an Event of Default occurs and is continuing, the principal of this Note
may be declared or otherwise become due and payable in the manner,  at the price
(including any applicable Make-Whole Amount) and with the effect provided in the
Loan Agreement.


                                      -3-
<PAGE>


     This Note shall be  construed  and  enforced in  accordance  with,  and the
rights of the  parties  shall be  governed  by, the law of the State of New York
excluding  choice-of-law  principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

Borrower:                          GTJ REIT, INC.


                                   By:_____________________________
                                         Name:
                                         Title:

Borrower:                          GREEN ACQUISITION, INC.


                                   By:_____________________________
                                         Name:
                                         Title:

Borrower:                          TRIBORO ACQUISITION, INC


                                   By:_____________________________
                                         Name:
                                         Title:

Borrower:                          JAMAICA ACQUISITION, INC.


                                   By:_____________________________
                                         Name:
                                         Title:

Borrower:                          165-25 147TH AVENUE, LLC


                                   By:_____________________________
                                         Name:
                                         Title:


                                      -4-
<PAGE>



Borrower:                          49-19 ROCKAWAY BEACH BOULEVARD, LLC


                                   By:_____________________________
                                         Name:
                                         Title:

Borrower:                          85-01 24TH AVENUE, LLC


                                   By:_____________________________
                                         Name:
                                         Title:

Borrower:                          114-15 GUY BREWER BOULEVARD, LLC


                                   By:_____________________________
                                         Name:
                                         Title:



                                      -5-
<PAGE>



                                                                 Exhibit 5.2(b)


                            [FORM OF FUNDING NOTICE]


                                 FUNDING NOTICE

To:      Lenders Listed in Attached Annex 1

Re:  Loan Agreement dated as of June 30, 2007 (the "Agreement"), among GTJ REIT,
     INC., a Maryland corporation,  (the "Parent"),  GREEN ACQUISITION,  INC., a
     New York corporation;  TRIBORO  ACQUISITION,  INC., a New York corporation;
     JAMAICA  ACQUISITION,  INC., a New York  corporation;  165-25 147TH AVENUE,
     LLC, a New York limited liability company;  49-19 ROCKAWAY BEACH BOULEVARD,
     LLC, a New York limited liability  company;  85-01 24TH AVENUE,  LLC, a New
     York limited liability company; and 114-15 GUY BREWER BOULEVARD, LLC, a New
     York limited liability company, as Borrowers,  and ING USA ANNUITY AND LIFE
     INSURANCE COMPANY,  ING LIFE INSURANCE AND ANNUITY COMPANY,  RELIASTAR LIFE
     INSURANCE  COMPANY,  and  SECURITY  LIFE OF DENVER  INSURANCE  COMPANY,  as
     Initial Lenders.  Capitalized  terms used but not defined herein shall have
     the respective meanings therefor set forth in the Agreement.

Date of Funding Notice:  _______________, 20__

     Pursuant to Section  5.2(b) of the  Agreement,  the Parent hereby  requests
that each Lender make a Revolving Loan to the Borrowers  pursuant to Section 3.1
of the  Agreement in a principal  amount equal such  Lender's  Percentage of the
aggregate  Funding  Amount on the Funding  Date and to the account of the Parent
indicated below:

1.   Aggregate Funding Amount:                          $___________________
2.   Funding Date:  __________, 20__
3. Account for receipt of wire transfers:

             [Name of Bank]
             [Address of Bank]
             ABA No. ___________
             Name of account:  ____________________
             Account # __________
             Name and telephone number of person at Bank to contact
             with any questions:
             ______________, (___)___-________

      [Remainder of page intentionally blank; next page is signature page]



<PAGE>


Parent:                                   GTJ REIT, INC.


                                          By: _________________________________
                                               Name:
                                               Title:
















                       [Signature page to Funding Notice]

                                      -2-
<PAGE>


                                     Annex 1

    ING USA ANNUITY AND LIFE INSURANCE COMPANY ING LIFE INSURANCE
    AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY
    LIFE OF DENVER INSURANCE COMPANY c/o ING Investment Management
    LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347

    Attn:  Private Placements
    Fax:  (770) 690-5057

    and

    Attn:  Operations/Settlements
    Fax:  (770) 690-4886



                                      -3-
<PAGE>

                                                             Exhibit 9.4(b)

                       [FORM OF ASSIGNMENT AND ACCEPTANCE]


                       ASSIGNMENT AND ACCEPTANCE AGREEMENT


     Assignment and Acceptance Agreement, dated as of __________,  20__, between
[ASSIGNOR] ("Assignor") and [ASSIGNEE] ("Assignee").

                                   Background

     A. This Assignment and Acceptance  Agreement (this "Agreement")  relates to
the Loan Agreement  dated as of June 30, 2007 (as amended from time to time, the
"Loan  Agreement"),   among  GTJ  REIT,  INC.,  a  Maryland  corporation,  GREEN
ACQUISITION, INC., a New York corporation; TRIBORO ACQUISITION, INC., a New York
corporation;  JAMAICA  ACQUISITION,  INC., a New York corporation;  165-25 147TH
AVENUE,  LLC,  a New  York  limited  liability  company;  49-19  ROCKAWAY  BEACH
BOULEVARD,  LLC, a New York limited liability company; 85-01 24TH AVENUE, LLC, a
New York limited liability company, and 114-15 GUY BREWER BOULEVARD,  LLC, a New
York  limited  liability  company,  as  Borrowers,  and ING USA ANNUITY AND LIFE
INSURANCE  COMPANY,  ING LIFE  INSURANCE  AND ANNUITY  COMPANY,  RELIASTAR  LIFE
INSURANCE  COMPANY,  and SECURITY LIFE OF DENVER INSURANCE  COMPANY,  as Initial
Lenders.

     B. As provided in the Loan  Agreement,  Assignor  has  Commitments  to make
Loans to the Borrowers in an aggregate  principal amount at any time outstanding
not to exceed $__________.(1)

     C.  Mortgage  Loans  made to the  Borrowers  by  Assignor  under  the  Loan
Agreement in the aggregate  principal amount of $____________ are outstanding on
the date hereof,  and Non-Mortgage Loans made to the Borrowers by Assignor under
the Loan Agreement in the aggregate amount of  $____________  are outstanding on
the date hereof.

     D.  Assignor  proposes to assign to Assignee  all of the rights of Assignor
under the Loan Agreement in respect of (i) a portion of its Mortgage  Commitment
and  Mortgage  Loans in an  amount  equal to $_____  and (ii) a  portion  of its
Non-Mortgage  Commitment  in an amount  equal to  $__________,  together  with a

___________________
1 If only Mortgage  Notes and Mortgage Loans are being  transferred,  (i) delete
this  recital  and all  references  throughout  to  Commitments  and (ii) change
references to "Loans" to "Mortgage Loans" throughout.


<PAGE>

corresponding  portion of its  outstanding  Non-Mortgage  Loans  (together,  the
"Assigned  Amounts"),  and Assignee proposes to accept assignment of such rights
and assume the corresponding obligations from Assignor on such terms.

     In  consideration  of the  foregoing  and the mutual  agreements  contained
herein, and intending to be legally bound, the parties hereto agree as follows:

     SECTION 1. Definitions.  All capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Loan Agreement.

     SECTION 2. Assignment. Assignor hereby assigns and sells to Assignee all of
the rights of Assignor  under the Loan  Agreement  to the extent of the Assigned
Amounts,  and Assignee  hereby accepts such assignment from Assignor and assumes
all of the obligations of Assignor under the Loan Agreement to the extent of the
Assigned  Amounts,  including the purchase  from  Assignor of the  corresponding
portions of the principal  amounts of the Loans made by Assignor  outstanding at
the date hereof. Upon the execution and delivery hereof by Assignor and Assignee
and  payment by Assignee  of the  amounts  referred to in Section 3 hereof,  (i)
Assignee shall, as of the date hereof, succeed to the rights and be obligated to
perform the obligations of a Lender under the Loan Agreement with Commitments in
the amounts  equal to the Assigned  Amounts,  (ii) the  Commitments  of Assignor
shall, as of the date hereof,  be reduced by a like amount and Assignor released
from its  obligations  under the Loan  Agreement to the extent such  obligations
have been assumed by Assignee,  and (iii) Assignee otherwise shall be subject to
and  bound  by  the  terms  and  provisions  of the  Loan  Agreement,  it  being
understood,  without  limiting the  generality of the  foregoing,  that Assignee
shall be deemed to have made the  representations  and  warranties  set forth in
Section 6.2 thereof as though  Assignee  were  originally a party  thereto.  The
assignment provided for herein shall be without recourse to Assignor.

     SECTION  3.  Payments.   As  consideration  for  the  assignment  and  sale
contemplated  in Section 2 hereof,  Assignee  shall pay to  Assignor on the date
hereof in Federal  funds the amount  heretofore  agreed  between  them.(2) It is
understood  that  Non-Use Fees accrued to the date hereof are for the account of
Assignor and such fees  accruing  from and including the date hereof are for the
account of  Assignee.(3)  Each of Assignor and Assignee hereby agrees that if it
receives  any amount  under the Loan  Agreement  that is for the  account of the
other  party  hereto,  it shall  receive  the same for the account of such other
party to the extent of such other party's  interest  therein and shall  promptly
pay the same to such other party.


_____________________-

(2) The amount  should  combine  principal  together  with accrued  interest and
breakage compensation, if any, to be paid by Assignee, net of any portion of any
up-front  fee to be paid by Assignor to  Assignee.  It may be  preferable  in an
appropriate case to specify these amounts  generically or by formula rather than
as a fixed sum.

(3) If only  Mortgage  Commitment  or Mortgage  Loans and  Mortgage  Notes being
transferred, delete this sentence.

                                      -2-
<PAGE>


     SECTION 4. Required Notice.  If the Assignee is not incorporated  under the
laws of the United States of America or a state thereof, it shall deliver to the
Parent certification as to exemption from deduction or withholding of any United
States federal income taxes.

     SECTION 5. Non-Reliance on Assignor.  Assignor represents and warrants that
it is the  legal and  beneficial  owner of the  interest  being  assigned  by it
hereunder, that it has not created any adverse claim upon such interest and that
such interest is free and clear of any adverse claim,  and that it is authorized
to enter into this Agreement. Assignor makes no other representation or warranty
in  connection  with,  and shall have no  responsibility  with  respect  to, the
solvency,  financial condition,  or statements of the Borrowers, or the validity
and  enforceability  of the  obligations of the Borrowers in respect of the Loan
Agreement or any Note.  Assignee  acknowledges  that it has,  independently  and
without reliance on Assignor,  and based on such documents and information as it
has deemed appropriate,  made its own credit analysis and decision to enter into
this  Agreement  and  will  continue  to  be  responsible  for  making  its  own
independent  appraisal of the business,  affairs and financial  condition of the
Borrowers.  Assignee represents and warrants that it is authorized to enter into
this Agreement.

     SECTION 6. Governing Law. This Agreement shall be construed and enforced in
accordance  with, and the rights of the parties shall be governed by, the law of
the  State of New York  excluding  choice-of-law  principles  of the law of such
State that would require the  application  of the laws of a  jurisdiction  other
than such State.

     SECTION 7.  Counterparts.  This  Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one  instrument.  Each  counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto. Delivery of an executed counterpart of this Agreement by facsimile or by
e-mail of a PDF file or  similar  electronic  image  file  shall be  equally  as
effective as delivery of an original executed counterpart of this Agreement. Any
party  delivering an executed  counterpart  of this Agreement by facsimile or by
e-mail also shall deliver an original  executed  counterpart of this  Agreement,
but the failure to deliver an original executed counterpart shall not affect the
validity, enforceability, or binding effect hereof.

      [Remainder of page intentionally blank; next page is signature page]


                                      -3-
<PAGE>


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

                                            [ASSIGNOR]


                                            By:____________________________
                                               Name:
                                               Title:

                                            [ASSIGNEE]


                                            By:____________________________
                                               Name:
                                               Title:





             [Signature page to Assignment and Acceptance Agreement]



                                      -4-