EX-10.2



 EXHIBIT 10.2 AMENDED AND RESTATED CREDIT AGREEMENT 

Execution Version 
  

 
  

AMENDED AND RESTATED 
 CREDIT AGREEMENT 
 dated as of 

March 9, 2012 
 among 
 GETTY REALTY CORP., 

The Lenders Party Hereto 
 and 
 JPMORGAN CHASE BANK, N.A., 

as Administrative Agent 
  

 
 J.P. MORGAN
SECURITIES INC., 
 as Sole Bookrunner and Sole Lead Arranger 

 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I. Definitions
	  	 	1	  
			
	 Section 1.01
	 	Defined Terms	  	 	1	  
	 Section 1.02
	 	Classification of Loans and Borrowings	  	 	17	  
	 Section 1.03
	 	Terms Generally	  	 	17	  
	 Section 1.04
	 	Accounting Terms; GAAP	  	 	18	  
		
	 ARTICLE II. The Credits
	  	 	18	  
			
	 Section 2.01
	 	Commitments	  	 	18	  
	 Section 2.02
	 	Loans and Borrowings	  	 	19	  
	 Section 2.03
	 	Requests for Revolving Borrowings	  	 	20	  
	 Section 2.04
	 	Collateral	  	 	20	  
	 Section 2.05
	 	Borrowing Base	  	 	21	  
	 Section 2.06
	 	Letters of Credit	  	 	24	  
	 Section 2.07
	 	Funding of Borrowings	  	 	28	  
	 Section 2.08
	 	Interest Elections	  	 	28	  
	 Section 2.09
	 	Termination and Reduction of Commitments	  	 	29	  
	 Section 2.10
	 	Repayment of Loans; Evidence of Debt	  	 	30	  
	 Section 2.11
	 	Prepayment of Loans	  	 	30	  
	 Section 2.12
	 	Fees	  	 	31	  
	 Section 2.13
	 	Interest	  	 	32	  
	 Section 2.14
	 	Alternate Rate of Interest	  	 	33	  
	 Section 2.15
	 	Increased Costs	  	 	33	  
	 Section 2.16
	 	Break Funding Payments	  	 	34	  
	 Section 2.17
	 	Taxes	  	 	35	  
	 Section 2.18
	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	 	36	  
	 Section 2.19
	 	Mitigation Obligations; Replacement of Lenders	  	 	37	  
	 Section 2.20
	 	Defaulting Lenders	  	 	38	  
		
	 ARTICLE III. Representations and Warranties
	  	 	40	  
			
	 Section 3.01
	 	Organization; Powers	  	 	40	  
	 Section 3.02
	 	Authorization; Enforceability	  	 	40	  
	 Section 3.03
	 	Governmental Approvals; No Conflicts	  	 	40	  
	 Section 3.04
	 	Financial Condition; No Material Adverse Change	  	 	41	  
	 Section 3.05
	 	Properties	  	 	41	  
	 Section 3.06
	 	No Material Litigation	  	 	42	  
	 Section 3.07
	 	Compliance with Laws and Agreements	  	 	42	  
	 Section 3.08
	 	Investment and Holding Company Status	  	 	42	  
	 Section 3.09
	 	Taxes	  	 	42	  
	 Section 3.10
	 	ERISA	  	 	42	  
	 Section 3.11
	 	Federal Regulations	  	 	43	  
	 Section 3.12
	 	Environmental Matters	  	 	43	  
	 Section 3.13
	 	Insurance	  	 	44	  
	 Section 3.14
	 	Condition of Properties	  	 	44	  
	 Section 3.15
	 	REIT Status	  	 	44	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 Section 3.16
	 	Disclosure	  	 	44	  
	 Section 3.17
	 	Security Interests	  	 	44	  
		
	 ARTICLE IV. Conditions
	  	 	45	  
			
	 Section 4.01
	 	Effective Date	  	 	45	  
	 Section 4.02
	 	Each Credit Event	  	 	46	  
		
	 ARTICLE V. Affirmative Covenants
	  	 	47	  
			
	 Section 5.01
	 	Financial Statements and Other Information	  	 	47	  
	 Section 5.02
	 	Notices of Material Events	  	 	48	  
	 Section 5.03
	 	Existence; Conduct of Business; REIT Status	  	 	48	  
	 Section 5.04
	 	Payment of Obligations	  	 	49	  
	 Section 5.05
	 	Maintenance of Properties; Insurance	  	 	49	  
	 Section 5.06
	 	Books and Records; Inspection Rights	  	 	49	  
	 Section 5.07
	 	Compliance with Laws	  	 	49	  
	 Section 5.08
	 	Environmental Laws	  	 	50	  
	 Section 5.09
	 	Use of Proceeds and Letters of Credit	  	 	50	  
	 Section 5.10
	 	Maintenance of Accounts	  	 	50	  
	 Section 5.11
	 	Proceeds from Asset Sales; Deposit Account	  	 	51	  
	 Section 5.12
	 	Most Favored Nation	  	 	51	  
	 Section 5.13
	 	Leases	  	 	51	  
	 Section 5.14
	 	Ground Leases	  	 	52	  
		
	 ARTICLE VI. Negative Covenants
	  	 	53	  
			
	 Section 6.01
	 	Financial Covenants	  	 	53	  
	 Section 6.02
	 	Indebtedness	  	 	53	  
	 Section 6.03
	 	Liens	  	 	54	  
	 Section 6.04
	 	Limitation on Certain Fundamental Changes	  	 	54	  
	 Section 6.05
	 	Limitation on Restricted Payments	  	 	54	  
	 Section 6.06
	 	Limitation on Investments, Loans and Advances	  	 	55	  
	 Section 6.07
	 	Limitation on Transactions with Affiliates	  	 	55	  
	 Section 6.08
	 	Limitation on Changes in Fiscal Year	  	 	55	  
	 Section 6.09
	 	Limitation on Lines of Business; Creation of Subsidiaries; Negative Pledges	  	 	55	  
	 Section 6.10
	 	Swap Agreements	  	 	56	  
	 Section 6.11
	 	[Reserved]	  	 	56	  
	 Section 6.12
	 	Borrowing Base Leases	  	 	56	  
	 Section 6.13
	 	Existing Indebtedness	  	 	56	  
		
	 ARTICLE VII. Events of Default
	  	 	57	  
		
	 ARTICLE VIII. The Administrative Agent
	  	 	60	  
			
	 Section 8.01
	 	Appointment and Authorization; General Matters	  	 	60	  
	 Section 8.02
	 	Collateral Matters; Protective Advances	  	 	61	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 Section 8.03
	 	Post-Foreclosure Plans	  	 	62	  
		
	 ARTICLE IX. Miscellaneous
	  	 	63	  
			
	 Section 9.01
	 	Notices	  	 	63	  
	 Section 9.02
	 	Waivers; Amendments	  	 	64	  
	 Section 9.03
	 	Expenses; Indemnity; Damage Waiver	  	 	65	  
	 Section 9.04
	 	Successors and Assigns	  	 	66	  
	 Section 9.05
	 	Survival	  	 	69	  
	 Section 9.06
	 	Counterparts; Integration; Effectiveness	  	 	69	  
	 Section 9.07
	 	Severability	  	 	69	  
	 Section 9.08
	 	Right of Setoff	  	 	69	  
	 Section 9.09
	 	Governing Law; Jurisdiction; Consent to Service of Process	  	 	70	  
	 Section 9.10
	 	WAIVER OF JURY TRIAL	  	 	70	  
	 Section 9.11
	 	Headings	  	 	71	  
	 Section 9.12
	 	Confidentiality	  	 	71	  
	 Section 9.13
	 	USA PATRIOT Act	  	 	72	  
	 Section 9.14
	 	Modifications to Certain Mortgages	  	 	72	  

  

			
	SCHEDULES:
		
	 Schedule 1.01      GPMI Properties
	  	
	 Schedule 2.01 — Commitments
	  	
	 Schedule 2.05(a) — Initial Borrowing Base Properties
	  	
	 Schedule 2.05(b) — Flood Certificate Properties
	  	
	 Schedule 2.05(c) Fasmart Portfolio Properties
	  	
	 Schedule 3.01 — Ownership Chart
	  	
	 Schedule 3.05(1) — Borrowing Base Leases
	  	
	 Schedule 3.05(2) — Ground Leases
	  	
	 Schedule 3.06 — Disclosed Matters
	  	
	 Schedule 6.02 — Existing Indebtedness
	  	
	 Schedule 6.03 — Existing Liens
	  	
	 Schedule 7.01 — Environmental Remediation and Compliance Matters

	
	EXHIBITS:
		
	 Exhibit A — Form of Assignment and Assumption
	  	
	 Exhibit B — Form of Opinion of Borrower’s Counsel
	  	
	 Exhibit C — Form of Subsidiary Guarantee
	  	
	 Exhibit D-l — Form of Revolving Note
	  	
	 Exhibit D-2 — Form of Term Note
	  	
	 Exhibit E — Form of Borrowing Request/Interest Election Request

	 Exhibit F — Form of Mortgage/Deed of Trust
	  	
	 Exhibit G — Form of Assignment of Leases and Rents
	  	
	 Exhibit H — Form of Local Counsel Opinion
	  	
	 Exhibit I — [Reserved]
	  	
	 Exhibit J — Form of Joinder Agreement
	  	


  
 iii









 TABLE OF CONTENTS 

(continued) 
  

					
	 	 	 	  	Page
	Exhibit K — Form of Environmental Indemnity Agreement	  	
	Exhibit L       [Reserved]	  	
	Exhibit M — Form of Equity Pledge	  	
	Exhibit N — Form of Deposit Account Control Agreement	  	
	Exhibit O — Form of General Assignment	  	
	Exhibit P — Form of Qualified Exchange Trust Agreement	  	


  
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 AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 9, 2012,
among GETTY REALTY CORP., a Maryland corporation (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”). 
 WHEREAS, the Borrower, the lenders named therein (the
“Original Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, and Charter One Bank, N.A., as Syndication Agent, are parties to that certain Credit Agreement, dated as of March 26, 2007 (as amended, the “Prior Credit
Agreement”) pursuant to which the Original Lenders agreed to make Loans (as therein defined) to the Borrower. 
 WHEREAS, the Borrower has requested that the Prior Credit Agreement be amended and restated as hereinafter provided; and 

WHEREAS, the Administrative Agent and the Lenders are willing to agree to such amendment and restatement and to
extend credit to the Borrower on the terms and conditions set forth herein. 
 NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained, the Borrower, the Administrative Agent and the Lenders hereby agree that the Prior Credit Agreement shall be, and hereby is, amended and restated in its entirety and the parties
hereto agree as follows: 
 ARTICLE I. 
 Definitions 
 Section 1.01 Defined
Terms. As used in this Agreement, the following terms have the meanings specified below: 

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 

“ABR Loans” means Loans at the rate of interest applicable to which is based upon the ABR. 

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders hereunder. 
 “Administrative Questionnaire” means an Administrative Questionnaire in a
form supplied by the Administrative Agent. 
 “Affiliate” means, with respect to a specified
Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

  
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 “Aggregate Letters of Credit Outstandings” means, at a
particular time, the sum of (a) the aggregate maximum stated amount at such time which is available or available in the future to be drawn under all outstanding Letters of Credit and (b) the aggregate amount of all payments made by the
Lender under any Letter of Credit that has not been reimbursed by the Borrower at such time. 

“Aggregate Outstandings” means, at a particular time, the sum of (a) the Aggregate Letters of
Credit Outstandings at such time, and (b) the aggregate outstanding principal amount of all Loans at such time. 
 “Agreement” means this Amended and Restated Credit Agreement. 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on
such day plus  1/2 of 1% and (c) the Adjusted
LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the
rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. 

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments
represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. 

“Applicable Rate” means, for any day, (a) with respect to any ABR Loan, 2.00% per annum or
(b) with respect to any Eurodollar Loan, 3.00% per annum; provided, however, in the event that Gross Revenue for the financial quarter ending September 30, 2012 is equal to an amount less than $16,000,000.00, then the
Applicable Rate with respect to any (x) ABR Loan shall increase to 2.75% per annum and (y) Eurodollar Loan shall increase to 3.75% per annum. 

“Appraisal” means, with respect to any Property, a “Member of the Appraisal Institute”
appraisal commissioned by and addressed to the Administrative Agent (reasonably acceptable to the Administrative Agent as to form, substance and appraisal date), prepared by a professional appraiser reasonably acceptable to the Administrative Agent,
having at least the minimum qualifications required under applicable law governing the Administrative Agent and the Lenders, including without limitation, FIRREA. 

“Appraised Value” means, with respect to any Property, the “as is” market value of such
Property as reflected in the most recent Appraisal of such Property (which shall have been obtained no earlier than June 30, 2010) as the same may have been reasonably adjusted downward by the Administrative Agent based upon its internal review
of such Appraisal which is based on criteria and factors then generally used and considered by the Administrative Agent in determining the value of similar real estate Properties, which review shall be conducted prior to acceptance of such Appraisal
by the Administrative Agent, and further adjusted to account for (a) any Environmental Liability or Remediation costs or expenses reasonably expected to be associated with such Property based upon the Environmental Reports, (b) any
anticipated Tank replacement costs and/or financing or Liens affecting any Tanks and (c) any other Liens created by Tenants or subtenants that are then affecting the Property. 

“Approved Fund” has the meaning assigned to such term in Section 9.04. 

  
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 “Assignment and Assumption” means an assignment and
assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the
Administrative Agent and, so long as no Default or Event of Default shall have occurred and is then continuing, the Borrower. 
 “Assignment of Leases and Rents” means, collectively, each of the assignments of leases and rents executed by Borrower or the Guarantors on the date hereof with respect to the Borrowing
Base Properties, and any additional assignment of leases and rents executed by Borrower or any Guarantor hereafter in accordance with Section 2.05 hereof. 
 “Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments. 

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

 “Borrower” means Getty Realty Corp., a Maryland corporation. 

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same
date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (b) the Term Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect. 
 “Borrowing Base” means an amount equal to the sum of the
Borrowing Base Values of the Borrowing Base Properties as determined and adjusted from time to time in accordance with Section 2.05. 
 “Borrowing Base Certificate” means a certificate certified by a Financial Officer of the Borrower, setting forth the calculations required to establish the Borrowing Base Value for each
Borrowing Base Property and the Borrowing Base for all Borrowing Base Properties as of a specified date, all in form and detail reasonably satisfactory to the Administrative Agent. 

“Borrowing Base Lease” means any Lease affecting any Borrowing Base Property or any part thereof now or
hereafter executed and all amendments, modifications or supplements thereto. 
 “Borrowing Base
Property” means a Qualified Real Estate Asset that the Administrative Agent has agreed to include in calculations of the Borrowing Base pursuant to Section 2.05. A Property shall be excluded from determinations of the Borrowing Base if
(a) at any time such Property shall cease to be a Qualified Real Estate Asset, or (b) the Administrative Agent shall cease to hold a valid and perfected first priority Lien in such Property. 

“Borrowing Base Value” means, with respect to a Borrowing Base Properly, the Appraised Value of such
Borrowing Base Property. 
 “Borrowing Request” means a request by the Borrower for a Borrowing
in accordance with Section 2.03. 
 “Business Day” means any day that is not a Saturday,
Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank market. 

  
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 “Capital Lease Obligations” of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 

“Capital Stock” any and all shares, interests, participations or other equivalents (however designated)
of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing. 

“Cash Collateralization” shall have the meaning set forth in Section 2.06(j). “Cash
Collateralize” and “Cash Collateral” shall have meanings correlative to the foregoing and, in the case of Cash Collateral, shall include the proceeds of such cash collateral and other credit support. 

“Cash Equivalents” means short-term investments in liquid accounts, such as money-market funds, bankers
acceptances, certificates of deposit and commercial paper. 
 “Change in Control” means
(a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of
Equity Interests representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board
of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower or by a majority of any nominating committee appointed by such board of directors for the purpose of nominating directors for
election to such board nor (ii) appointed by directors so nominated nor (iii) directors on March 26, 2010. 
 “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or
the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided however, that notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in
each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans or Term Loans. 
 “Code” means the Internal
Revenue Code of 1986, as amended from time to time. 
 “Collateral” shall have the meaning set
forth in Section 2.04. 
 “Commitment” means, with respect to each Lender, the commitment
of such Lender to make Revolving Loans and Term Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure


  
 4 








 
and Term Loan Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its
Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $175,000,000. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in
effect. 
 “Default” means any event or condition which constitutes an Event of Default or
which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 

“Defaulting Lender” means, subject to Section 2.20(d), any Lender that (a) has failed to
(i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the
result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or
(ii) pay to the Administrative Agent, the Issuing Bank or any other Lender any other amount required to be paid by it hereunder (including with respect of its participation in Letters of Credit) within two (2) Business Days of the date
when due, (b) has notified the Borrower, the Administrative Agent or the Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or
public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any
applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in
writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law applicable to such Lender, or
(ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any
direct or indirect parent company thereof by a governmental authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the
enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be made by the Administrative Agent acting reasonably and in good faith, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 2.20(d)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank and each Lender. 

  
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 “Deposit Account” means the deposit account established
pursuant to the Deposit Account Control Agreement. 
 “Deposit Account Control Agreement” means
that certain Blocked Account Control Agreement, dated as of the date hereof, among Borrower, Administrative Agent and JPMorgan Chase Bank, N.A., as deposit bank, substantially in the form of Exhibit N attached hereto. 

“EBITDA” means for any Person or Property, the consolidated net income of such Person and its
Subsidiaries or Property, as the case may be, after deduction for environmental expenses (without duplication) and adjusted for straight-line rents, plus income taxes, interest, depreciation, amortization and calculated exclusive of (i) gains
or losses on sales of operating real estate and marketable securities, (ii) other extraordinary items, (iii) one-time cash charges related to on-going litigation or related to expenses incurred with respect to the Loans, (iv) non-cash
impairments taken in accordance with GAAP, all determined in accordance with GAAP and (v) any rent or other revenue that has been earned by Borrower or its Subsidiaries but not yet actually paid to the Borrower or its Subsidiaries, unless
otherwise set off from net income. 
 “Effective Date” means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). 

“Environmental Indemnity” means that certain Environmental Indemnity Agreement, dated as of the date
hereof, made by Borrower and the Guarantors in favor of Administrative Agent, substantially in the form of Exhibit K attached hereto. 
 “Environmental Laws” has the meaning set forth in the Environmental Indemnity. 
 “Environmental Liability” has the meaning set forth in the Environmental Indemnity. 
 “Environmental Reports” has the meaning set forth in the Environmental Indemnity. 
 “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. 
 “Equity Pledge” means that certain Pledge and Security Agreement, dated as of the date hereof, made by Borrower and each of the Guarantors in favor of Administrative Agent, substantially
in the form of Exhibit M attached hereto. 
 “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended from time to time. 
 “ERISA Affiliate” means any trade
or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code. 
 “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect
to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing 

  
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pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. 
 “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference
to the Adjusted LIBO Rate. 
 “Eurodollar Loans” means Loans, the rate of interest applicable
to which is based upon the Adjusted LIBO Rate. 
 “Event of Default” has the meaning assigned
to such term in Article VII. 
 “Excluded Taxes” means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or by another jurisdiction as a result
of a present or former connection between the Administrative Agent or any Lender and such other jurisdiction, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the
Borrower is located, (c) in the case of a foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if
any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a), and (d) any U.S. federal withholding
Taxes imposed under FATCA. 
 “Existing Indebtedness” has the meaning assigned to such term in
Section 6.02. 
 “Fasmart Portfolio” means the portfolio of Properties listed on Schedule
2.05(c) hereof. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof. 

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary,
to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it. 

  
 7 








 “Financial Officer” means the chief executive officer,
president, chief financial officer, principal accounting officer, treasurer or controller of the Borrower. 

“Fixed Charge Coverage” means, as of the date of determination, the ratio of (a) EBITDA for the
most recently ended fiscal quarter, to (b) the sum of all interest incurred (accrued, paid or capitalized) plus the current portion of all principal payments with respect to Indebtedness (excluding optional prepayments and balloon principal
payments due on maturity in respect of any Indebtedness) paid, plus cash dividends on common stock, preferred stock or minority interest distributions for such fiscal quarter, all determined on a consolidated basis in accordance with GAAP, in each
case, annualized. 
 “Foreign Lender” means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

“GAAP” means generally accepted accounting principles in the United States of America. 

“General Assignment” means that certain General Assignment and Security Agreement, dated as of the date
hereof, among Borrower, each of the Guarantors and Administrative Agent, substantially in the form of Exhibit O attached hereto. 
 “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 

“GPMI Properties” means the Properties listed on Schedule 1.01(b). 

“Ground Leases” means those certain leases more particularly described on Schedule 3.05(2).

 “Gross Revenue” means, with respect to any period of time, the gross rents and interest
income from mortgages and notes receivable received by Borrower and its Subsidiaries. 
 “Guarantee
Obligation” as to any Person (the “guaranteeing person”), means any obligation (determined without duplication) of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to
induce the creation of which the guaranteeing person has issued a reimbursement, counter-indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the
“primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such
primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall
not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated amount 

  
 8 








 
of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation), provided that in the
absence of any such stated amount or stated liability, the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

 “Guarantor” at any particular time, each Subsidiary that is a party to the Subsidiary
Guarantee at such time. 
 “Hazardous Substances” has the meaning set forth in the
Environmental Indemnity. 
 “Indebtedness” of any Person means, without duplication,
(a) all obligations of such Person for borrowed money or with respect to unfunded deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations
of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person
in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others,
(h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise,
of such Person in respect of bankers’ acceptances and (k) net obligations arising under Swap Agreements (to the extent required to be reflected on the balance sheet of such Person in accordance with GAAP), exclusive, however, of all
accounts payable, accrued interest and expenses, prepaid rents, security deposits and dividends and distributions declared but not yet paid. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership
in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor. Indebtedness shall not include any lntracompany Indebtedness. 

“Indemnified Taxes” means taxes other than Excluded Taxes. 

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in
accordance with Section 2.08. 
 “Interest Payment Date” means (a) with respect to
any ABR Loan, the last day of each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period. 

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months or two-weeks (unless any Lender has previously advised the Administrative Agent and the Borrower in writing that it is unable
to enter into Eurodollar rate contracts with an interest period of two-weeks) thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which 

  
 9 








 
case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) any Interest Period that
would otherwise end after the Maturity Date, shall end on the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective dale of the most recent
conversion or continuation of such Borrowing. 
 “Intracompany Indebtedness” means any
indebtedness whose obligor and obligee are Borrower and/or any Subsidiary of Borrower. 
 “Issuing
Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 

“Joinder” means a joinder agreement executed by a Subsidiary and accepted by the Administrative Agent,
in the form of Exhibit J attached hereto. 
 “LC Disbursement” means a payment made by
the Issuing Bank pursuant to a Letter of Credit. 
 “LC Exposure” means, at any time, the sum
of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. 

“Lease” means any lease, sublease and/or occupancy agreements under which Borrower or any Subsidiary of
Borrower is the landlord (or sub-landlord) or lessor (or sub-lessor) affecting any Property or any part thereof now or hereafter executed and all amendments, modifications or supplements thereto. 

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a
party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 
 “Letter of Credit” means any letter of credit issued pursuant to this Agreement. 
 “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period. 

  
 10 









 “Lien” means, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset other than Permitted Encumbrances, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third
party with respect to such securities. 
 “Loan Documents” means, collectively, this Agreement,
the Notes, the Subsidiary Guarantee, the Mortgages, the Equity Pledge, the Assignments of Leases and Rents, the Environmental Indemnity, the General Assignment, the Deposit Account Control Agreement and each other agreement executed in connection
with the transactions contemplated hereby or thereby, as each of the same may hereafter be amended, restated, supplemented or otherwise modified from time to time. 

“Loan Parties” means, collectively, the Borrower and the Guarantors; “Loan Party” means the
Borrower or any Guarantor. 
 “Loan-to-Value Ratio” means, as of any date of determination, the
ratio expressed as a percentage of (a) aggregate Total Credit Exposure of all Lenders to (b) the Borrowing Base. 
 “Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement. 
 “Material Adverse Effect” means a material adverse effect on (a) the business, assets, prospects or condition, financial or otherwise, of the Borrower and the Subsidiaries taken as a
whole or (b) the rights of or benefits available to the Lenders under this Agreement. 
 “Material
Environmental Issue” means events or circumstances with respect to any Borrowing Base Properly which, based upon Environmental Reports or other information available to Administrative Agent and the Lenders, could reasonably be expected to
result in Environmental Liability or Remediation costs in excess of the lesser of (x) $250,000 and (y) 50% of the then Appraised Value of such Borrowing Base Property. 

“Maturity Date” means March 7, 2013. 

“Mortgages” means, collectively, each of the mortgages and/or deeds of trust executed by Borrower or the
Guarantors on the date hereof with respect to the Borrowing Base Properties, and any additional mortgage or deed of trust executed by Borrower or any Guarantor hereafter in accordance with Section 2.05 hereof. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

 “Negative Pledge” means, with respect to a given asset, any provision of a document,
instrument or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person. 

“Non-consolidated Affiliate” means an Affiliate of the Borrower, in which the Borrower, directly or
indirectly through ownership of one or more intermediary entities, owns an Equity Interest but that is not required in accordance with GAAP to be consolidated with the Borrower for financial reporting purposes. 

  
 11 









 “Non-Defaulting Lender” means, at any time, each Lender
that is not a Defaulting Lender at such time. 
 “Non-Material Guarantor” means any Guarantor
which (i) does not own all or any portion of any Borrowing Base Property and (ii) has less than $1,000,000 in assets, as reflected on the most recent financial statements delivered pursuant to Section 5.01(a) or (b) hereof.

 “Notes” means the Revolving Notes and the Term Notes. 

“Original Lenders” has the meaning set forth in the recitals hereto. 

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement. 

“Participant” has the meaning set forth in Section 9.04. 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor
entity performing similar functions. 
 “Permitted Encumbrances” means: 

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

 (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like
Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in compliance with Section 5.04; 

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation,
unemployment insurance and other social security laws or regulations or to secure liabilities to other insurance carrier; 
 (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, purchase contracts, construction contracts, surety and appeal bonds, performance bonds and other obligations
of a like nature, in each case in the ordinary course of business; 
 (e) other than with respect to Borrowing
Base Properties, judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; 
 (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property 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 the Borrower or any Subsidiary; 
 (g) Liens for purchase money obligations for equipment (or Liens to secure Indebtedness incurred within 90 days after the purchase of any equipment to pay all or a portion of the purchase price thereof or
to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment, or extensions, renewals, or replacements of any of the foregoing for the same or lesser amount); provided that (i) the Indebtedness
secured by any such Lien does not exceed the purchase price of such equipment, (ii) any such Lien encumbers only the asset so purchased and the proceeds upon sale, 

  
 12 









 
disposition, loss or destruction thereof, (iii) such Lien after giving effect to Indebtedness secured thereby, does not give rise to an Event of Default and (iv) with respect to the
Borrowing Base Properties, such Liens have been created by a Borrowing Base Tenant or sublessee of such Borrowing Base Tenant in accordance with the terms of the applicable Lease or sublease; 

(h) (x) Liens and judgments which have been or will be bonded (and the Lien on any cash or securities serving as security
for such bond) or released of record within thirty (30) days alter the date such Lien or judgment is entered or filed against Borrower or any Subsidiary, or (y) Liens which are being contested in good faith by appropriate proceedings for
review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings and as to which the subject asset is not at risk of forfeiture; 

(i) Liens created pursuant to the Existing Indebtedness; 

(j) Leases that are not capital leases; and 

(k) Liens or other encumbrances of Tenants of Borrower provided same are in compliance with the terms of all Leases with
respect thereto or, if not in compliance, Borrower is enforcing its rights thereunder and diligently pursuing the release of such Liens in a commercially reasonable manner. 

“Permitted Investments” means: 

(a) owning, leasing and operating gasoline station or convenience store properties, and related petroleum distribution
terminals, and other retail real property and other related business activities, including the creation or acquisition of any interest in any Subsidiary (or entity that following such creation or acquisition would be a Subsidiary), for the purpose
of owning, leasing and operating gasoline station or convenience store properties, and related petroleum distribution terminals, and other retail real property, and other related business activities; and 

(b) providing purchase money mortgages or other financing to Persons in connection with the sale of a Property.

 “Person” means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is
(or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 
 “Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City;
each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 
 “Prior Credit Agreement” has the meaning set forth in the recitals hereto. 
 “Property” means the real property owned by the Borrower and/or any of its Subsidiaries, or in which the Borrower or any of its Subsidiaries has a leasehold interest. 

  
 13 









 “Protective Advance” means all sums expended as determined
by the Administrative Agent to be necessary or appropriate after the Borrower fails to do so when required: (a) to protect the validity, enforceability, perfection or priority of the Liens in any of the Borrowing Base Properties and the
Mortgages and other Loan Documents; (b) during the continuance of an Event of Default, to prevent the value of any Borrowing Base Property from being materially diminished; or (c) during the continuance of a Default, to protect any of the
Borrowing Base Properties from being materially damaged, impaired, mismanaged or taken, including, without limitation, any amounts expended in connection therewith in accordance with Section 8.02(e). 

“Qualified Institution” means one or more banks, finance companies, insurance or other financial
institutions which (A) has (or, in the case of a bank or other financial institution which is a subsidiary, such bank’s or financial institution’s parent has) a rating of its senior unsecured debt obligations of not less than Baal by
Moody’s or a comparable rating by a rating agency acceptable to Administrative Agent or (B) has total assets in excess of One Billion Dollars ($1,000,000,000). 

“Qualified Real Estate Assets” means any gasoline station, convenience store, or petroleum distribution
terminal related thereto, or other retail real property that is (a) wholly-owned by Borrower or one of its Subsidiaries; (b) is not subject to any liens other than Permitted Encumbrances or to any agreement that prohibits the creation of
any lien thereon as security for indebtedness of the Borrower and the Guarantors, (c) is not subject to any agreement, including the organizational documents of the owner of the asset, which limits, in any way, the ability of the Borrower or
such Guarantor to create any lien thereon as security for indebtedness, (d) is free from material structural defects and material title defects and (e) except for as set forth on Schedule 7.01, is free from any material
environmental condition that impairs, in any material respect, the operation and use of such premises for its intended purpose. 
 “Register” has the meaning set forth in Section 9.04. 
 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such
Person’s Affiliates. 
 “Released Parties” shall have the meaning set forth in
Section 9.15. 
 “Releasing Parties” shall have the meaning set forth in
Section 9.15. 
 “Remediation” has the meaning set forth in the Environmental
Indemnity. 
 “Required Lenders” means, at any time, Lenders having Credit Exposures and Unused
Commitments representing at least 66 2/3% of the sum of the aggregate Total Credit Exposures and Unused Commitments of all Lenders at such time; provided that in determining such percentage at any given time, all then existing Defaulting Lenders
will be disregarded and excluded, and the Lenders’ Applicable Percentages shall be redetermined, for voting purposes only, to exclude the Applicable Percentages of such Defaulting Lenders. 

“Restricted Payment” has the meaning set forth in Section 6.05 hereof. 

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding
principal amount of such Lender’s Revolving Loans and its LC Exposure at such time. 
 “Revolving
Loan” means a Loan made pursuant to Section 2.03. 

  
 14 









 “Revolving Loan Commitment” means, with respect to each
Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each
Lender’s Revolving Loan Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’
Revolving Loan Commitments is $50,000,000.00. 
 “Revolving Notes” means the Revolving Notes to
be executed and delivered by the Borrower in favor of the Lenders, substantially in the form of Exhibit D-1, as each of the same may be amended, restated, supplemented or otherwise modified, from time to time. 

“SEC” means the Securities and Exchange Commission. 

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number
one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the
Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation,
limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance
with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 

“Subsidiary” means any subsidiary of the Borrower. 

“Subsidiary Guarantee” means the Guarantee to be executed and delivered by each Subsidiary in accordance
with the terms of this Agreement, substantially in the form of Exhibit C. 
 “Swap
Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments
or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for
payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement. 

  
 15 









 “Tanks” has the meaning set forth in the Environmental
indemnity. 
 “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority. 
 “TD Loan” means
the loan in the amount of $22,615,000 evidenced by the TD Loan Documents. 
 “TD Loan
Documents” means that certain Loan Agreement, dated September 15, 2009, among Borrower, certain of Subsidiaries and TD Bank, N.A., as amended by that certain Amendment to Loan Agreement, dated as of the date hereof, together with each
other document and/or instrument executed and delivered in connection therewith. 
 “Tenant”
means any tenant, lessee, licensee or occupant under a Lease. 
 “Term Loan” means a Loan made
pursuant to Section 2.01. 
 “Term Loan Commitment” means, with respect to each Lender,
the commitment of such Lender to make Term Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Term Loan Exposure hereunder, as such commitment may be reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Term Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have
assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Term Loan Commitments is $125,000,000.00. 
 “Term Loan Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Term Loans at such time. 

“Term Notes” means the Term Notes to be executed and delivered by the Borrower in favor of the Lenders,
substantially in the form of Exhibit D-2, as each of the same may be amended, restated, supplemented or otherwise modified, from time to time. 
 “Total Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.

 “Transactions” means the execution, delivery and performance by the Borrower of this
Agreement, the borrowing of Loans, the issuance of Letters of Credit hereunder and the guaranties by the Guarantors of the Indebtedness owing to the Administrative Agent and the Lenders hereunder. 

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such
Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 
 “Unrestricted Cash and Cash Equivalents” means at any date of determination, the sum of: (a) the aggregate amount of unrestricted cash then held by the Borrower or any of its
Subsidiaries, plus (b) the aggregate amount of unrestricted Cash Equivalents (valued at fair market value) then held by the Borrower or any of its Subsidiaries. As used in this definition, “Unrestricted” means, with respect to any
asset, the circumstance that such asset is not subject to any Liens or claims of any kind in favor of any Person, and Unrestricted Cash and Cash Equivalents shall expressly exclude any cash or Cash Equivalents that are serving as cash collateral for
Letters of Credit or any other obligations of Borrower or its Subsidiaries. 

  
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 “Unused Commitment” means, with respect to any Lender at
any time, an amount equal to the remainder of (a) such Lender’s Revolving Commitment at such time, less (b) the sum of the aggregate principal amount of all Revolving Credit Loans of such Lender then outstanding and such Lender’s
Applicable Percent of the total LC Exposure at such time. 
 “Unused Fee Rate” means
0.4% per annum. 
 “Withdrawal Liability” means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan” or a “Term
Loan”) or by Type (e.g., a “Eurodollar Loan” or an “ABR Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Borrowing” or “Term Borrowing”) or by Type (e.g., a “Eurodollar Borrowing” or “ABR Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”). 

Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to
be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise 

(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), 

(b) any reference herein to any Person shall be construed to include such Person’s successors and assigns,

 (c) the words “herein”, “hereof” and “hereunder”, and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, 
 (d)
all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and 

(e) the words “asset” and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
 Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the
application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such changes shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. 

  
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 ARTICLE II. 
 The Credits 
 Section 2.01 Commitments.

 (a) Term Loans. Subject to the terms and conditions set forth herein, each Lender agrees, severally
and not jointly, to make Loans to the Borrower on the date hereof in an amount equal such Lender’s Term Loan Commitment. In no event shall Borrower be entitled to reborrow all or any portion of the Term Loans that have been repaid or prepaid.

 (b) Revolving Loans. Subject to the terms and conditions set forth herein, including clause
(c) below, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in: 

(i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment after taking into
account any LC Disbursement to be reimbursed with the proceeds of such Revolving Loan; 
 (ii) the aggregate
Revolving Credit Exposure of all Lenders exceeding the aggregate Revolving Loan Commitments of all Lenders, after taking into account any LC Disbursement to be reimbursed with the proceeds of such Revolving Loan; 

(iii) such Lender’s Total Credit Exposure exceeding such Lender’s total Commitment after taking into account
any LC Disbursement to be reimbursed with the proceeds of any Revolving Loan; 
 (iv) the aggregate Total Credit
Exposure of all Lenders exceeding the aggregate Commitments of all Lenders, after taking into account any LC Disbursement to be reimbursed with the proceeds of any Revolving Loan; or 

(v) the Loan-to-Value Ratio exceeding 70%. 
 Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. 

(c) Notwithstanding any other provision hereof, in no event shall the Lenders be obligated to make Loans that would cause
the aggregate Total Credit Exposure of all Lenders to exceed $151,700,000 unless and until the following conditions have been satisfied: 
 (i) all material pending and ongoing litigation as of the Effective Date with any Tenant shall have been resolved to the reasonable satisfaction of Administrative Agent; 

(ii) no Tenant under any Lease, the termination of which could reasonably be expected to have a Material Adverse Effect
(including, without limitation, any of the Leases affecting the Borrowing Base Properties), shall be the subject of (A) any proceeding pursuant to which it seeks liquidation, reorganization or other relief in respect of its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (B) the appointment of a receiver, trustee, custodian, sequestrate, conservator or similar
official for all or a substantial part of its assets; 

  
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 (iii) pro forma annualized Gross Revenue (based on interest income from
mortgages and notes receivable and rent from Leases in effect as of the date of determination that are not subject to any material litigation) shall be in excess of $80,000,000; and 

(iv) not less than $17,000,000 in the aggregate of Gross Revenue for the three (3) months immediately preceding the
date of determination. 
 Section 2.02 Loans and Borrowings. 

(a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with
their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as required. 
 (b) Subject to Section 2.14,
each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. 

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $500,000 and not less than $2,500,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided
that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Borrowings of
more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) Eurodollar Borrowings outstanding. 

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to
convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 
 Section 2.03 Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of
a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before
the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on
the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in the form attached hereto as
Exhibit E and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: 

(i) the aggregate amount of the requested Borrowing; 

  
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 (ii) the date of such Borrowing, which shall be a Business Day; 

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; 

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; and 
 (v) the location and number of
the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. 

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If
no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance
with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 

Section 2.04 Collateral. The repayment of the Loans shall be secured by the following (collectively,
the “Collateral”): 
 (a) a first priority Lien on all Borrowing Base Properties and any and
all leases and rents related thereto, pursuant to the Mortgages and the Assignments of Leases and Rents; 
 (b)
a first priority Lien on all Equity Interests owned by Borrower and/or each Guarantor in any Subsidiary thereof (other than Gty MD Leasing, Inc.), pursuant to the Equity Pledge; 

(c) a first priority Lien on the Deposit Account pursuant to the Deposit Account Control Agreement; 

(d) a first priority Lien in all personal property collateral described in the General Assignment; and 

(e) a first priority Lien on the accounts referenced in Section 5.10 hereof. 

Section 2.05 Borrowing Base. 

(a) Eligibility of Properties. 

(i) Initial Borrowing Base Properties. The Properties identified on Schedule 2.05(a) shall, on the
Effective Date, be Borrowing Base Properties, and the Borrowing Base Value initially attributable to such Property shall be as reasonably approved by the Administrative Agent and set forth on Schedule 2.05(a). Notwithstanding the foregoing,
Borrower and Administrative Agent hereby acknowledge and agree that the Properties listed on Schedule 2.05(b) (the “Flood Certificate Properties”) shall not be deemed Borrowing Base Properties unless and until Administrative Agent
shall have received evidence of flood insurance with respect to such Properties, in form and coverage amount required by any applicable laws or banking regulations and otherwise reasonably satisfactory to Administrative Agent and each of the
Lenders, and each of the requirements for the addition of a Borrowing Base Property set forth in clause (b) below shall have been satisfied. Borrower shall have 30 days to use commercially reasonably efforts to cause its Tenants to obtain the
foregoing insurance. If, after such 30-day period, the applicable Tenants have not obtained such insurance, then Borrower shall have an additional 30 days to directly obtain such insurance with respect to the Properties. Failure by Borrower to
obtain (or cause its Tenants to obtain) such insurance within 60 days from the Effective Date shall be an immediate Event of Default hereunder. 

  
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 (ii) Additional Borrowing Base Properties. If after the Effective
Date the Borrower desires that the Lenders include any additional Qualified Real Estate Asset in calculations of the Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. No Qualified Real Estate Asset will be evaluated
by the Administrative Agent unless and until the Borrower delivers to the Administrative Agent the following, in form and substance reasonably satisfactory to the Administrative Agent: 

(A) An executive summary of the Property including, at a minimum, the following information relating to
such Property: (1) a description of such Property, such description to include information regarding the Lease and Tenant and the age, location, site plan and physical condition of such Property; and (2) the purchase price paid or to be
paid for such Property; 
 (B) To the extent available to the Borrower, an operating statement
for such Property certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, provided that, with respect to any period such Property was
owned by the Borrower or a Subsidiary for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s
knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent
may reasonably request; 
 (C) A copy of the Lease for such Property certified by a
representative of the Borrower as being true and correct; 
 (D) A copy of a recent ALTA
Owner’s Policy of Title Insurance covering such Property showing the identity of the fee titleholder thereto and all matters of record; 
 (E) A current or currently certified survey of such Property certified by a surveyor licensed in the applicable jurisdiction to have been prepared in accordance with the then effective Minimum Standard
Detail Requirements for ALTA/ACSM Land Title Surveys; 
 (F) If not adequately covered by the
survey certification provided for above, a certificate from a licensed engineer or other professional satisfactory to the Administrative Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance
Administration, or, if such Property is located in a Special Flood Hazard Area, Administrative Agent and the Lenders shall have received evidence reasonably satisfactory to Administrative Agent and the Lenders that flood insurance has been obtained
by Borrower, its Subsidiaries or the Tenant in amounts and form required by any applicable laws or banking regulations and reasonably satisfactory to Administrative Agent and the Lenders; 

(G) To the extent in the possession or control of the Borrower, (y) a “Phase I”
environmental assessment of such Property not more than twelve (12) months old, which report (1) has been prepared by an environmental engineering firm reasonably acceptable to the Administrative Agent and (2) complies with the
requirements contained in the Administrative Agent’s guidelines adopted from time to time by the Administrative Agent to be used in its lending practice generally and any other environmental assessments or other reports relating to


  
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such Property, including any “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property or (z) such other
evidence of such Property’s compliance with applicable Environmental Laws as the Administrative Agent may reasonably request; 
 (H) To the extent in the possession or control of the Borrower, copies of all material contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property, if any;

 (I) To the extent in the possession or control of the Borrower, evidence that such Property
complies with applicable zoning and land use laws; 
 (J) UCC, tax, judgment and lien search
reports with respect to the Borrower (or Subsidiary if such Property is owned by a Subsidiary) and such Property in all necessary or appropriate jurisdictions indicating that there are no Liens of record on such Property other than Permitted
Encumbrances; 
 (K) To the extent in the possession or control of the Borrower, final
certificates of occupancy and any other Governmental Approvals relating to such Property; 
 (L)
To the extent in the possession or control of the Borrower, copies of all policies of insurance required hereunder; and 
 (M) Such other information the Administrative Agent may reasonably request and in the possession or control of Borrower in order to evaluate the Property. 

If, after receipt and review of the foregoing documents and information, the Administrative Agent is prepared to accept such Property as
a Borrowing Base Property, the Administrative Agent will so notify the Borrower within ten (10) Business Days after receipt and review of all of such documents and information. If after receipt and review of the foregoing documents and
information, the Administrative Agent is unwilling to accept such Properly as a Borrowing Base Property, the Administrative Agent shall promptly notify the Borrower (which notice shall state in reasonable detail the reason why the Administrative
Agent is unwilling to accept such Properly as a Borrowing Base Property) and the consideration by the Administrative Agent of such Property shall cease. 
 (b) Appraisal. If Administrative Agent is prepared to accept any additional Qualified Real Estate Asset as a Borrowing Base Property in accordance with clause (a) above, the Administrative
Agent shall commission, at the Borrower’s expense, an Appraisal of such Property, to be in form and substance reasonably satisfactory to the Administrative Agent. Within a reasonable time after receipt of such Appraisal, the Administrative
Agent shall review such Appraisal and determine (with the consent of the Required Lenders) the Appraised Value of such Property and shall notify the Borrower of such determination. Such Property shall become a Borrowing Base Property after such
determination of the Appraised Value by the Administrative Agent and upon execution and/or delivery to the Administrative Agent of the following: 
 (i) a Borrowing Base Certificate showing the Borrowing Base after inclusion of such Property as a Borrowing Base Property; 

(ii) a Mortgage with respect to such Property, substantially in the form of Exhibit F attached hereto, duly
executed and delivered by Borrower or the applicable Guarantor, and recorded in the necessary real estate records and/or recording office applicable thereto; 

  
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 (iii) an Assignment of Leases and Rents with respect to such Property,
substantially in the form of Exhibit G attached hereto, duly executed and delivered by Borrower or the applicable Guarantor, and recorded in the necessary real estate records and/or recording office applicable thereto; 

(iv) an opinion from counsel, authorized to practice in the state in which the Property is located, substantially in the
form of Exhibit H attached hereto and containing assumptions and qualification usual and customary in the state in which the Property is located; 
 (v) if such Property is owned by a newly formed Subsidiary, a Joinder in the form of Exhibit J attached hereto, executed and delivered by such Subsidiary; 

(vi) the issuance to Administrative Agent of an ALTA Lender’s Policy of Title Insurance with respect to such
Property in form and content reasonably satisfactory to Administrative Agent in all respects in the amount of the Appraised Value; 
 (vii) reimbursement to Administrative Agent of all reasonably out-of-pocket costs and expenses incurred by Administrative Agent in connection with the addition of such Property to the Borrowing Base
(including, without limitation, reasonable attorneys’ fees), and the payment by Borrower of all recording and filing costs and all insurance premiums payable in connection with the lender’s title insurance policy; and 

(viii) satisfaction of such other closing requirements as may be necessary or appropriate under the circumstances and
reasonably requested by the Administrative Agent. 
 (c) Mandatory Additions to Borrowing
Base. 
 (i) Administrative Agent has not received Appraisals and/or environmental assessments for all of
the Properties identified on Schedule 2.05(a) as of the Effective Date. If, upon receipt of all such Appraisals and/or environmental assessments, the Administrative Agent determines (as approved by the affirmative vote of the Required
Lenders) that the Loan-to-Value Ratio exceeds 70%, the Borrower shall, within 30 days of notice thereof, be obligated to add such additional Qualified Real Estate Assets to the Borrowing Base as may be necessary to bring the Loan-to-Value Ratio
below 70%; provided, however, if Borrower or Administrative Agent is unable, despite good-faith diligent efforts, to obtain all materials required hereunder to add such Qualified Real Estate Asset to the Borrowing Base (including,
without limitations, appraisals and environmental reports), then Borrower shall have (A) an additional 30 days to accomplish same, provided that Borrower is diligently pursuing any materials not yet received that are the responsibility of
Borrower, and (B) as to the materials that are the responsibility of Administrative Agent to obtain, the additional time necessary for Administrative Agent to obtain such materials. The provisions of Sections 2.05(a)(ii) and 2.05(b) shall
otherwise apply to the addition of such Qualified Real Estate Assets to the Borrowing Base. 
 (ii) In the event
that Administrative Agent determines, in accordance with clause (i) above, that additions to the Borrowing Base are required, then Borrower agrees that prior to submitting any other Properties for consideration, if Administrative Agent so
elects, Borrower shall first add the Fasmart Portfolio to the Borrowing Base in accordance with Sections 2.05(a) and (b) hereof. 

(iii) Administrative Agent agrees to use commercially reasonable efforts to obtain all outstanding Appraisals and/or
environmental assessments with respect to the initial Borrowing Base Properties in a timely manner and all materials (including, without limitation, Appraisals and environmental assessments) which are the responsibility of Administrative Agent to
obtain with respect to any Qualified Real Estate Asset being added to the Borrowing Base. Borrower agrees to fully cooperate with Administrative Agent in connection with obtaining same. 

  
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 (d) Frequency of Appraisals. The Appraised Value of a Borrowing Base
Property shall be determined or redetermined, as applicable, under each of the following circumstances: 
 (i)
In connection with the acceptance of a Property as a Borrowing Base Property the Administrative Agent will determine the Appraised Value thereof as provided in Section 2.05(b) above.; or 

(ii) From time to time upon at least five (5) Business Days written notice to the Borrower and at the
Borrower’s expense, the Administrative Agent may (and shall at the direction of the Required Lenders) redetermine the Appraised Value of a Borrowing Base Property (based on a new Appraisal obtained by the Administrative Agent) in any of the
following circumstances: 
 (A) if a material adverse change occurs with respect to such
Borrowing Base Property, including, without limitation, a material deterioration in the net operating income of such Property, a major casualty at such Property, a material condemnation of any part of such Property, a material adverse change in the
market conditions affecting such Property, a material decrease in the leasing level of such Property, or an environmental incident and closure or suspension of operations resulting therefrom; 

(B) if any Event of Default occurs; or 

(C) if necessary in order to comply with FIRREA or other applicable law relating to the Administrative
Agent or the Lenders. 
 (e) Release of Properties. From time to lime the Borrower may request, upon not
less than sixty (60) days prior written notice to the Administrative Agent or such shorter period as may be acceptable to the Administrative Agent, that any Property (if then a Borrowing Base Property) be released from the Liens created by the
Mortgage and Assignment of Leases and Rents applicable thereto, which release (the “Property Release”) shall be effected by the Administrative Agent if the Required Lenders determine all of the following conditions are satisfied as of the
date of such Property Release: 
 (i) No Default or Event of Default exists or will exist immediately after
giving effect to such Property Release and the reduction in the Borrowing Base by reason of the release of such Property; 
 (ii) Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate demonstrating that the Loan-to-Value Ratio will not exceed 70% after giving effect to such request and any
prepayment to be made and/or the acceptance of any Qualified Real Estate Asset as an additional or replacement Borrowing Base Properly to be given concurrently with such request, and the Required Lenders shall have approved the determination of the
Loan-to-Value Ratio; 
 (iii) Borrower shall have delivered to the Administrative Agent all documents and
instruments reasonably requested by the Administrative Agent in connection with such Property Release; and 

(iv) The Administrative Agent shall have determined that the market values of the remaining Borrowing Base Properties
have not materially deteriorated since the respective dates of acceptance as Borrowing Base Properties (or the most recent determination of Appraised Value, if applicable). 

  
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 Except as set forth in this Section 2.05, no Borrowing Base Property shall be released
from the liens created by the Mortgage and Assignment of Leases and Rents applicable thereto. 

Section 2.06 Letters of Credit. 

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters
of Credit for its own account or the account of any Subsidiary, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any
Letter of Credit, the terms and conditions of this Agreement shall control. 
 (b) Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is
to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension
(i) the LC Exposure shall not exceed $5,000,000, (ii) the aggregate Revolving Credit Exposure of all Lenders shall not exceed the aggregate Revolving Commitments of all Lenders and (iii) the aggregate Total Credit Exposure of all
Lenders shall not exceed the aggregate Commitments of all Lenders. 
 (c) Expiration Date. Each Letter of
Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) twelve (12) months after the Maturity Date; provided, however, any Letter of Credit expiring after the Maturity Date shall be Cash Collateralized in accordance with and at the time provided in clause (j) of this
Section. 
 (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of
Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter
of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire 

  
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participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal
or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

 (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than (i) 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the
Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon,
New York City time, on the Business Day immediately following the day that the Borrower receives such notice; provided that, if such LC Disbursement is not less than $100,000, the Borrower may, subject to the conditions to borrowing set forth
herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof
and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in
Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received
by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders
have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. 

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph
(e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein
being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event
or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations
hereunder, in each case other than to the extent of the fraud, gross negligence or willful misconduct of the Issuing Bank. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability
or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any
error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the 

  
 26 









 
Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent
permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or that
are caused by the Issuing Bank’s grossly negligent or willful failure to pay under any Letter of Credit after the presentation to it of a sight draft and certificates strictly in compliance with the terms and conditions of the Letter of Credit.
The parties hereto expressly agree that, in the absence of fraud, gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised
care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
 (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing
Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give
or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement. 

(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall
reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c)
shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such payment. 
 (i) Replacement of the
Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such
replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date
of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term
“Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue
additional Letters of Credit. 
 (j) Cash Collateralization. If (i) a Letter of Credit is scheduled
to expire after the Maturity Date, whether by its original terms or by an extension or renewal thereof, or (ii) any Event of Default shall occur and be continuing, then on (y) in the case of clause (i) hereof, the date that is thirty
(30) days 

  
 27 









 
prior to the Maturity Date or (z) in the case of clause (ii) hereof, the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the
maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 66-2/3% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon (hereinafter referred to as a “Cash
Collateralization”); provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower
under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 66-2/3% of the total LC Exposure), be applied to satisfy other
obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be
retuned to the Borrower within three Business Days after all Events of Default have been cured or waived. 

Section 2.07 Funding of Borrowings. 

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request; provided that ABR
Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank. 

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing
that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of
this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at 
 (i) in the case of such Lender, the greater of
the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or 

  
 28 









 (ii) in the case of the Borrower, the interest rate otherwise applicable to
such Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. 
 Nothing contained in this Section 2.07 shall be deemed to reduce the Commitment of any Lender or in any way affect the rights of Borrower with respect to any Defaulting Lender or Administrative
Agent. The failure of any Lender to make available to the Administrative Agent such Lender’s share of any Borrowing in accordance herewith shall not relieve any other Lender of its obligations to fund its Commitment, in accordance with the
provisions hereof. 
 Section 2.08 Interest Elections. 

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar
Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among
the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 
 (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under
Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in the form attached as Exhibit E and signed by the Borrower. 

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with
Section 2.02: 
 (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an
ABR Borrowing or a Eurodollar Borrowing; and 
 (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 
 If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. 

  
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 (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 
 (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 
 Section 2.09 Termination and Reduction of Commitments. 
 (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. 
 (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of
$5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the aggregate Revolving Credit Exposure of all
Lenders would exceed the aggregate Revolving Commitments of all Lenders or (ii) the aggregate Total Credit Exposure of all Lenders would exceed the aggregate Commitments of all Lenders. 

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under
paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. 

Section 2.10 Repayment of Loans; Evidence of Debt. 

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, the
then unpaid principal amount of each Loan on the Maturity Date. 
 (b) Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time
hereunder. 
 (c) The Administrative Agent shall maintain accounts in which it shall record 

(i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto,


  
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 (ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder and 
 (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
 (d) The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 

(e) Any Lender may request that Loans made by it be evidenced by a Note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such
Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more Notes in such form payable to the order of the payee named therein. 

Section 2.11 Prepayment of Loans. 

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part,
subject to prior notice in accordance with paragraph (b) of this Section. 
 (b) The Borrower shall notify
the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder; 
 (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or 
 (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment. 

Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof
to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.Each partial prepayment of any Borrowing
shall be in the minimum amount of $1,000,000, in the case of repayment of a Eurodollar Borrowing, and $500,000, in the case of repayment of an ABR Borrowing that would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. 

(c) Following any casualty to or condemnation of any of the Borrowing Base Properties or any portion thereof, in the
event there are any insurance proceeds or condemnation awards remaining after the application of such insurance proceeds or condemnation awards in accordance with the applicable Borrowing Base Lease that are not required to be paid to the Tenant
under such Borrowing Base Lease, all such remaining insurance proceeds or condemnation awards that are not applied to the repair or restoration of such Properties in accordance with the Loan Documents shall be applied to the payment of the Loans in
such order and manner as Borrower (or, during the continuance of an Event of Default, Administrative Agent), in its sole discretion, may select. 

  
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 (d) In the event Borrower or any of its Subsidiaries receives proceeds from
the issuance of any additional Equity Interests (to the extent same is approved by Administrative Agent or otherwise permitted pursuant to the terms hereof), all such amounts shall be immediately remitted to Administrative Agent and applied to the
payment of the Loans in such order and manner as Administrative Agent, in its sole discretion, may elect, whether or not due; it being agreed and understood that Administrative Agent shall have the right to apply any such funds to the outstanding
Revolving Loans prior to applying same to any Term Loans and 50% of any principal amount of the Loans repaid from the proceeds of any such issuance of additional Equity Interests shall not be permitted to be re-borrowed and the Lenders’
Commitments hereunder shall be automatically and permanently reduced by 50% of the amount of any such repayment. If Administrative Agent elects to apply the proceeds to either the Term Loans or the Revolving Loans, and multiple Term Loans and/or
Revolving Loans, as applicable, are then outstanding, then, provided no Event of Default is continuing, Borrower shall have the right to select which Term Loans or Revolving Loans shall be paid first. 

(e) In the event Borrower or any of its Subsidiaries receives proceeds from the incurrence of additional Indebtedness (to
the extent same is approved by Administrative Agent or otherwise permitted pursuant to the terms hereof), all such amounts shall be immediately remitted to Administrative Agent and applied to the payment of the Loans in such order and manner as
Administrative Agent, in its sole discretion, may elect, whether or not due; it being agreed and understood that Administrative Agent shall have the right to apply any such funds to the outstanding Revolving Loans prior to applying same to any Term
Loans and any principal amount of the Loans repaid from the proceeds of any such incurrence of additional Indebtedness shall not be permitted to be re-borrowed and the Lenders’ Commitments hereunder shall be automatically and permanently
reduced by the amount of any such repayment. If Administrative Agent elects to apply the proceeds to either the Term Loans or the Revolving Loans, and multiple Term Loans and/or Revolving Loans, as applicable, are then outstanding, then, provided no
Event of Default is continuing, Borrower shall have the right to select which Term Loans or Revolving Loans shall be paid first. 
 Section 2.12 Fees. 
 (a) The Borrower agrees to
pay to the Administrative Agent for the account of each Lender an unused fee, which shall accrue at the Unused Fee Rate on the average daily Unused Commitment of such Lender during the period from and including the Effective Date to but excluding
the date on which such Commitment terminates. Accrued Unused Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date
to occur after the date hereof; provided that any Unused Fees accruing after the date on which the Commitments terminate shall be payable on demand. All Unused Fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day). 
 (b) The Borrower agrees
to pay 
 (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and 

  
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 (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate
0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as, without duplication, the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on
the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day). 
 (c) The Borrower agrees
to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. 

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative
Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of the unused fee and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances. 

Section 2.13 Interest. 

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

 (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Rate. 
 (c) Notwithstanding the foregoing, if
any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to: 
 (i) in the case of overdue principal of any Loan, 2% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of this Section; or 
 (ii) in the
case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. 
 (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon the Maturity Date; provided that: 

(i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand; 

(ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment; and 

  
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 (iii) in the event of any conversion of any Eurodollar Loan prior to the end
of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 
 (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base
Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 
 Section 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: 

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 
 (b) the Administrative Agent is advised by the Required Lenders that such Lenders are unable to match funds in the London interbank market and that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; 

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as
practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist: 

(i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as,
a Eurodollar Borrowing shall be ineffective; and 
 (ii) if any Borrowing Request requests a Eurodollar
Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. 

Section 2.15 Increased Costs. 

(a) If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve
requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or 
 (ii) impose on any Lender or the
Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; 

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Bank hereunder 

  
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 (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. 

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have
the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by,
or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such
reduction suffered. 
 (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. 

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs
or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the
Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the
period of retroactive effect thereof. 
 Section 2.16 Break Funding Payments. In the event
of: 
 (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default); 
 (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto; 
 (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith); or 

(d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.19, 
 then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event. Without duplication, in the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include, an amount determined by such Lender to be the excess,
if any, of: 

  
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 (i) the amount of interest which would have accrued on the principal amount
of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest Period for such Loan); over 

(ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is
entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt
thereof. 
 Section 2.17 Taxes. 

(a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then: 

(i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; 

(ii) the Borrower shall make such deductions; and 

(iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law. 
 (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law. 
 (c) The Borrower shall indemnify the Administrative Agent, each
Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, provided, that, as to penalties, interest or expenses relating to Indemnified Taxes or Other Taxes, the Administrative Agent or such Lender has provided reasonably prompt notice to Borrower after any
officer of the Administrative Agent or such Lender who is actively involved in the administration or enforcement of the Loans first becomes aware of such Indemnified Taxes or Other Taxes, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf
or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. 
 (d) As soon as
practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the 

  
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original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent. 
 (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate. 
 (f) If the Administrative Agent or a Lender determines, in its reasonable
good faith discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay
over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority to the extent imposed due to any act or failure to act on the
part of the Borrower) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative
Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person. 

Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. 

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall
be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in dollars. 
 (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. 

  
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 (c) If any Lender shall, by exercising any right of set-off or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and
participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and
participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their
respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment
is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as
the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to
but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06(d) or (e),
2.07(b), 2.18(d), 8.02(e) or 9.03(c) or shall otherwise be a Defaulting Lender, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent
for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
 Section 2.19 Mitigation Obligations; Replacement of Lenders. 
 (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment: 
 (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future; and 

  
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 (ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: 
 (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld;

 (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts); and 
 (iii) in the case of any such assignment resulting from a claim for compensation
under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

Section 2.20 Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement,
if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 (a) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in
the definition of Required Lenders. 
 (b) Reallocation of Payments. Any payment of principal, interest,
fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative
Agent by such Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank hereunder; third, to be held as Cash Collateral for future funding obligations of such
Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed
to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in an interest bearing deposit account and released in order to (x) satisfy such Defaulting
Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) Cash Collateralize future funding obligations of such Defaulting Lender of participations in future Letters of Credit issued under
this Agreement; sixth, to the payment of any 

  
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amounts owing to the Lenders or the Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against such Defaulting Lender as a
result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of
competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a
court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or L/C Disbursement in respect of which such Defaulting Lender has not fully funded its appropriate share and
(y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed
to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Disbursements
are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.20(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a
Defaulting Lender or to post Cash Collateral pursuant to this Section 2.20(b) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. 

(c) Certain Fees. Such Defaulting Lender: 

(i) shall not be entitled to receive any Unused Fee pursuant to Section 2.12(a) for any period during
which that Lender is a Defaulting Lender and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender pursuant to Section 2.12(a) for any period during which that
Lender is a Defaulting Lender; and 
 (ii) shall not be entitled to receive any participation
fee with respect to Letters of Credit pursuant to Section 2.12(b) and the Borrower shall (A) except to the extent Borrower has provided Cash Collateral for the Issuing Bank’s L/C Exposure with respect to such Defaulting Lender, be
required to pay to the Issuing Bank the amount of such fee allocable to its L/C Exposure with respect to such Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have been required to have been
paid to that Defaulting Lender. 
 (d) Reallocation of Participations to Reduce Fronting Exposure. All or
any part of such Defaulting Lender’s participation in the Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (determined without regard to such Defaulting
Lender’s Commitment) but only to the extent that (x) the conditions precedent to the issuance of a Letter of Credit by the Issuing Bank are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified
the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the Total Credit Exposure of any Non-Defaulting
Lender to exceed such Non- Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

  
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 (e) Cash Collateral. 

(i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially,
be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Bank’s LC Exposure in accordance with the procedures set forth in this subsection. 

(ii) At any time that there shall exist a Defaulting Lender, within three (3) Business Days following the written
request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Bank’s LC Exposure with respect to such Defaulting Lender (determined after giving effect to
the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the aggregate LC Exposure with respect to the Defaulting Lender of the Issuing Bank with respect to Letters of
Credit issued and outstanding at such time. 
 (iii) The Borrower, and to the extent provided by any Defaulting
Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Issuing Bank, and agree to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’
obligation to fund participations in respect of Letters of Credit, to be applied pursuant to the immediately following clause (iv). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any
Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the aggregate LC Exposure with respect to the Defaulting Lender of the Issuing Bank with respect to
Letters of Credit issued and outstanding at such time, the Borrower will, within three (3) Business Days after demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). 

(iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in
respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest
accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. 

(v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s LC Exposure shall no
longer be required to be held as Cash Collateral pursuant to this subsection following (x) the elimination of the applicable LC Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (y) the
determination by the Administrative Agent and the Issuing Bank that there exists excess Cash Collateral; provided that, subject to the preceding subsection (ii), the Person providing Cash Collateral and the Issuing Bank may agree that Cash
Collateral shall be held to support future anticipated LC Exposure or other obligations and provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to
the security interest granted pursuant to the Loan Documents. 
 (f) Defaulting
Lender Cure. If the Borrower, the Administrative Agent and the Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the
other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with their respective
Applicable Percentages (determined without giving effect to the 

  
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immediately preceding subsection (d)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 (g) New Letters of Credit. So long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that
it will have no LC Exposure above its pro-rata share of Total Credit Exposure after giving effect thereto. 
 ARTICLE III.

 Representations and Warranties 

The Borrower represents and warrants to the Lenders that: 

Section 3.01 Organization; Powers. Schedule 3.01 is, as of the date hereof, a complete and
correct list of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Person, (ii) each Person holding any Equity Interest in such Person, (iii) the nature of the Equity
Interests held by each such Person and (iv) the percentage of ownership of such Person represented by such Equity Interests. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 
 Section 3.02 Authorization; Enforceability. The Transactions are within the Borrower’s and the Guarantors’ corporate powers and have been duly authorized by all necessary
corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

Section 3.03 Governmental Approvals; No Conflicts. The Transactions: 

(a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental
Authority, except such as have been obtained or made and are in full force and effect; 
 (b) will not violate
any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority; 

(c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower
or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries; and 

  
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 (d) will not result in the creation or imposition of any Lien on any asset
of the Borrower or any of its Subsidiaries (other than those created by the Loan Documents). 

Section 3.04 Financial Condition; No Material Adverse Change. 

(a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income,
stockholders equity and cash flows as of and for the fiscal quarter ended September 30, 2011. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower
and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. 
 (b) Since
September 30, 2011, except as disclosed in any public filings prior to the Effective Date or otherwise disclosed to Administrative Agent and the Lenders prior to the Effective Date, there has been no material adverse change in the business,
assets, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole. 

Section 3.05 Properties. 

(a) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and
personal property material to its business, except where the failure to have such good title or valid leasehold interest could not reasonably be expected to have a Material Adverse Effect. 

(b) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights,
patents and other intellectual property material to its business, except where the impairment of such ownership or license is not reasonably expected to have a Material Adverse Effect, and the use thereof by the Borrower and its Subsidiaries does
not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

(c) Schedule 2.05(a) is, as of the date hereof, a complete and correct listing of all Borrowing Base Properties
owned by the Borrower and Guarantors. No Borrowing Base Property is subject to any Lien other than Permitted Encumbrances. Each Property included in the calculation of the Borrowing Base satisfies all requirements under the Loan Documents for being
a Qualified Real Estate Asset. 
 (d) Schedule 3.05(1) is, as of the date hereof, a complete and correct
listing of all Borrowing Base Leases. The Borrower represents and warrants to the Administrative Agent and the Lenders with respect to the Borrowing Base Leases that: (1) to the Borrower’s knowledge, the Borrowing Base Leases are valid and
in and full force and effect; (2) the Borrowing Base Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (3) the copies of the Borrowing Base Leases delivered to the Administrative Agent are
true and complete in all material respects; (4) to Borrower’s knowledge, neither the landlord nor any tenant is in default under any of the Borrowing Base Leases; (5) the Borrower has no knowledge of any notice of termination or
default with respect to any Borrowing Base Lease; (6) neither the Borrower nor any of its Subsidiaries has assigned or pledged any of” the Borrowing Base Leases, the rents or any interests therein except to the Administrative Agent (on
behalf of the Lenders); (7) except as set forth in the Leases, no tenant or other party has an option to purchase all or any portion of the Property; (8) no Tenant has the unilateral right to terminate any Borrowing Base Lease prior to
expiration of the stated term of such Borrowing Base Lease absent the occurrence of any casualty, condemnation or default by the Borrower or any of its Subsidiaries thereunder; and (9) no Tenant has prepaid more than one month’s rent in
advance (except for bona fide security deposits and construction contributions). 

  
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 (c) Schedule 3.05(2) is, as of the date hereof, a complete and
correct listing of all ground leases with respect to any Property subject to the Borrowing Base Leases. The Borrower represents and warrants to the Administrative Agent and the Lenders with respect to the Ground Leases that: (1) to the
Borrower’s knowledge, the Ground Leases are valid and in full force and effect; (2) the Ground Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (3) the copies of the Ground Leases
delivered to the Administrative Agent are true and complete in all material respects; (4) to Borrower’s knowledge, neither the ground lessor nor any ground lessee is in default under any of the Ground Leases; (5) the Borrower has no
knowledge of any notice of termination or default with respect to any Ground Lease; (6) the Borrower has not assigned or pledged any of the Ground Leases, the rents or any interests therein except to the Administrative Agent (on behalf of the
Lenders); and (7) no ground lessor has the unilateral right to terminate any Ground Lease prior to expiration of the stated term of such Ground Lease absent the occurrence of any casualty, condemnation or default by the Borrower or any of its
Subsidiaries thereunder. 
 Section 3.06 No Material Litigation. Except for such litigation
previously disclosed by the Borrower in its periodic filings made with the SEC or on Schedule 3.06, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the
Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues with respect to this Agreement, any of the other documents or agreements executed and delivered in connection
therewith, or any of the transactions contemplated hereby, or which could reasonably be expected to have a Material Adverse Effect. 
 Section 3.07 Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. No Default has occurred and is continuing. 
 Section 3.08 Investment Company
Status. Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. 

Section 3.09 Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed
all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower
or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. 

Section 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on
the assumptions used for purposes of Statement of financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an
amount which could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount which could reasonably be expected to result in a
Material Adverse Effect. 

  
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 Section 3.11 Federal Regulations. Neither the making of
any Loans nor the use of the proceeds thereof will be used for any purpose which violates or is inconsistent with the provisions of Regulation U of the Board. 
 Section 3.12 Environmental Matters. Except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect or have been previously disclosed by the Borrower in its periodic filings made with the SEC or have been otherwise disclosed by the Borrower to the Lenders: 

(a) The Properties do not contain any Hazardous Substances in amounts or concentrations which constitute a violation of,
or could reasonably give rise to liability under, Environmental Laws; 
 (b) The Properties and all operations
at the Properties are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Properties; 
 (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance
with Environmental Laws with regard to any of the Properties that (except for sites in pre-delincation phase) has not been or is not currently the subject of a remedial action work plan the applicable governmental authority, nor does the Borrower
have knowledge or reason to believe that any such notice will be received or is being threatened. 
 (d)
Hazardous Substances have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably give rise to liability under, Environmental Laws, nor have any Hazardous Substances been
generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws. 

(e) Except for such actions previously disclosed by the Borrower in its periodic filings made with the SEC, no judicial
proceeding or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any of its Subsidiaries is or, to the knowledge of the Borrower, will be named as
a party with respect to the Properties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative of judicial requirements outstanding under any Environmental Law with respect
to the Properties. 
 (f) There has been no release or threat of release of Hazardous Substances at or from the
Properties, or arising from or related to the operations of the Borrower and its Subsidiaries in connection with the Properties in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws. 

Section 3.13 Insurance. Except to the extent that Borrower and its Subsidiaries are relying on the
Tenants as to primary coverage in accordance with the terms of the Leases, the Borrower and each Subsidiary maintains with insurance companies rated at least A- by A.M. Best & Co., with premiums at all times currently paid, insurance upon
fixed assets, including general and excess liability insurance, fire and all other risks insured against by extended coverage, employee fidelity bond coverage, and all insurance required by law, all in form and amounts required by law and customary
to the respective natures of their businesses and properties, except in cases where failure to maintain such insurance will not have or potentially have a Material Adverse Effect. 

  
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 Section 3.14 Condition of Properties. Each of the
following representations and warranties is true and correct except to the extent disclosed on Schedule 3.06 or that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect: 
 (a) All of the improvements located on the Properties and the
use of said improvements comply and shall continue to comply in all respects with all applicable zoning resolutions, building codes, subdivision and other similar applicable laws, rules and regulations and are covered by existing valid certificates
of occupancy and all other certificates and permits required by applicable laws, rules, regulations and ordinances or in connection with the use, occupancy and operation thereof. 

(b) No material portion of any of the Properties, nor any improvements located on said Properties that are material to
the operation, use or value thereof, have been damaged in any respect as a result of any fire, explosion, accident, flood or other casualty. 
 (c) No condemnation or eminent domain proceeding has been commenced or to the knowledge of the Borrower is about to be commenced against any portion of any of the Properties, or any improvements located
thereon that are material to the operation, use or value of said Properties. 
 (d) No notices of violation of
any federal, state or local law or ordinance or order or requirement have been issued with respect to any Properties. 
 Section 3.15 REIT Status. The Borrower is a real estate investment trust under Sections 856 through 860 of the Code. 

Section 3.16 Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and
corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports,
financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by
other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 

Section 3.17 Security Interests. Each of the Mortgages creates, as security for the obligations of the
Borrower due hereunder and under the other Loan Documents, a valid and enforceable first lien on all of the Borrowing Base Properties and other collateral named therein, superior to and prior to the rights of all third persons and subject to no
other Liens (except for Permitted Encumbrances), in favor of the Administrative Agent for its benefit and the benefit of the Lenders. 
 ARTICLE IV. 
 Conditions 

Section 4.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to
issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): 

  
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 (a) The Administrative Agent (or its counsel) shall have received from each
party hereto either: (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement. 
 (b) The Administrative Agent shall
have received from each Guarantor either: (i) a counterpart of the Subsidiary Guarantee signed on behalf of such Guarantor or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a
signed signature page of the Guaranty) that such Guarantor has signed a counterpart of the Subsidiary Guarantee. 
 (c) The Administrative Agent shall have received from Borrower and each Guarantor either: (i) a counterpart of each other Loan Documents to which Borrower or any Guarantor is a party signed on behalf
of Borrower and such Guarantor or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of Borrower and each Guarantor) that Borrower and each Guarantor has signed a
counterpart of each such other Loan Document. 
 (d) The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) DLA Piper LLP (US), counsel for the Borrower, substantially in the form of Exhibit B and (ii) local counsel in each of the
states in which any Borrowing Base Property is located, substantially in the form of Exhibit H attached hereto. The Borrower hereby requests such counsel to deliver such opinions. 

(e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its
counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Guarantors, the authorization of the Transactions and any other legal matters relating to the Borrower, the Guarantors, this Agreement
or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. 
 (f)
The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and
(b) of Section 4.02. 
 (g) The Administrative Agent shall have received all reimbursable fees and
other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, including, without limitation,
the fees incurred by Morrison & Foerster LLP as counsel for the Administrative Agent. 
 (h) The
Administrative Agent shall be satisfied that all governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions contemplated hereby have been obtained and remain in
full force and effect. 
 (i) The Borrower shall have furnished to the Lenders to the extent the same are not
available on the Borrower’s website: 
 (i) its audited consolidated balance sheets and statements of
income, stockholders equity and cash flows as of and for the two (2) most recent fiscal years ended prior to the Effective Date, 
 (ii) its unaudited interim consolidated financial statement as of and for each fiscal quarter subsequent to the date of the latest financial statement delivered pursuant to clause (i) above, all
certified by its chief financial officer; and 

  
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 (iii) on a weekly basis, the current weekly projected cash flow budgets (on
a rolling 13-week basis) of the Borrower and its Subsidiaries. 
 Such financial statements shall present fairly, in all
material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence
of footnotes in the case of the statements referred to in clause (ii) above. Administrative Agent and Lenders acknowledge and agree that the reports on Forms 10K and 10Q as filed with the SEC satisfy the requirements of clause (i) and
(ii) above. 
 (j) The Administrative Agent shall have received evidence satisfactory to Administrative
Agent that the TD Loan Documents shall have been amended, in form and substance reasonably satisfactory to Administrative Agent, to, among other things, extend the maturity date of the TD Loan to a date not earlier than the Maturity Date hereunder
and permit the actions contemplated and security interests and Liens granted hereunder and under the other Loan Documents. 
 Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of
Credit, is subject to the satisfaction of the following conditions: 
 (a) The representations and warranties of
the Borrower set forth in this Agreement and each of the Loan Documents shall be true and correct, in all material respects, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit,
as applicable (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date). 

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension
of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. 
 Each Borrowing and each issuance,
amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. 

ARTICLE V. 

Affirmative Covenants 
 Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have
expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: 
 Section 5.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: 

(a) as soon as available, but in any event, on or before the tenth day following the date on which the following are
required to be filed with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing 

  
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(without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. The report on Form 10K filed
with the SEC shall satisfy the requirement of this clause (a) and shall be deemed delivered to the Administrative Agent and the Lenders so long as the same is posted on the Borrower’s website; 

(b) as soon as available, but in any event, on or before the tenth day following the date on which the following are
required to be filed with the SEC, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting
forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in
all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes. The report on Form 10-Q filed with the SEC shall satisfy the requirement of this clause (a) and shall be deemed delivered to the Administrative Agent and the Lenders so long as the same is posted on the Borrower’s
website; 
 (c) concurrently with any delivery of financial statements under clause (a) or (b) above
(or, if such physical delivery is not required, within the time provided therein), a certificate of a Financial Officer of the Borrower 
 (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, 

(ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01 and 

(iii) stating whether any material change in the application of GAAP has occurred since the date of the audited financial
statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; 

(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and
other required filings filed by the Borrower or any Subsidiary with the SEC or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Borrower to its
shareholders generally, as the case may be, provided that in lieu of delivery of such information, the Borrower may send a notice to the Administrative Agent and the Lenders referencing that the Borrower’s website contains copies of such
materials; 
 (e) as soon as available, but in any event, on or before the tenth (10th) day following the end of each calendar month, monthly
internally-prepared financial statements of the Borrower; 
 (f) promptly after the same is received by the
Borrower or any Subsidiary, financial statements and/or operating statements of each Tenant under any Borrowing Base Lease and such Tenant’s subtenants, if any,; 

(g) as soon as available, on a weekly basis, weekly projected cash flow budgets (on a rolling 13-week basis) for the
Borrower and its Subsidiaries; and 

  
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 (h) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request, so long as disclosure of such
information could not result in a violation of, or expose the Borrower or its Subsidiaries to any material liability under, any applicable law, ordinance or regulation or any agreements with unaffiliated third parties that are binding on the
Borrower, or any of its Subsidiaries or on any Property of any of them, provided that in lieu of delivery of such information, the Borrower may send a notice to the Administrative Agent and the Lenders referencing that the Borrower’s website
contains such information. 
 Section 5.02 Notices of Material Events. The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the following: 
 (a) the
occurrence of any Default; 
 (b) the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that in either case, if not cured or if adversely determined, could reasonably be expected to result in a Material Adverse Effect; 

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect; and 
 (d) any other development that results in,
or could reasonably be expected to result in, a Material Adverse Effect so long as disclosure of such information could not result in a violation of, or expose the Borrower or its Subsidiaries to any material liability under, any applicable law,
ordinance or regulation or any agreements with unaffiliated third parties that are binding on the Borrower, or any of its Subsidiaries or on any Property of any of them. 
 Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect thereto. 
 Section 5.03
Existence; Conduct of Business; REIT Status. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to so preserve, renew or keep in force and effect could not reasonably be expected to have a Material Adverse Effect. The Borrower
shall do all things necessary to preserve, renew and keep in full force and effect its status as a real estate investment trust under Sections 856 through 860 of the Code. 

Section 5.04 Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to,
pay its obligations, including, without limitation, tax liabilities, all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals, that, if not paid, could result in a Material Adverse
Effect before the same shall become delinquent or in default, except where: 
 (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, 
 (b) the Borrower or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with GAAP, and 

  
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 (c) the failure to make payment pending such contest could not reasonably be
expected to result in a Material Adverse Effect. 
 Section 5.05 Maintenance of Properties;
Insurance. The Borrower will, and will cause each of its Subsidiaries to: 
 (a) use commercially
reasonable efforts to cause its Tenants to keep and maintain all property material to the conduct of their business in good working order and condition, ordinary wear and tear excepted, except where the failure to so maintain and repair could not
reasonably be expected to have a Material Adverse Effect; and 
 (b) maintain (and/or cause its Tenants to
maintain), with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations
and, in any event, no less beneficial than the types and amounts of coverage in place and approved by Administrative Agent as of the Effective Date (including all required flood insurance) (subject to any obligations relating to same contained in
any post-closing agreement executed by Borrower). The Borrower shall from time to time deliver to the Administrative Agent upon request a detailed list of, together with certificates evidencing, all of its and its Tenants’ policies of the
insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby and, if requested by Administrative Agent, as to
insurance covering any Borrowing Base Property, naming Administrative Agent as an “additional loss-payee” thereunder. In addition, if required by Administrative Agent, Borrower shall provide (and/or use commercially reasonable efforts to
cause its Borrowing Base Tenants to provide) Administrative Agent with copies of any such insurance policies, to the extent in the possession of Borrower or otherwise obtainable by Borrower. Administrative Agent shall have the right to require
Borrower to (or to use commercially reasonable efforts to cause its Borrowing Base Tenants to) obtain additional insurance after the Effective Date to the extent Administrative Agent reasonably deems same to be in accordance with commercially
reasonable industry standards and practices and/or necessary in order for Administrative Agent and the Lenders to comply with any applicable laws or banking regulations. Borrower agrees to promptly obtain any such additional insurance. 

Section 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause each of its
Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to,
permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice during normal business hours, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss
its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested. 
 Section 5.07 Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

Section 5.08 Environmental Laws. 

(a) Comply with, and use commercially reasonable efforts to ensure compliance by all tenants and subtenants, if any,
with, all applicable Environmental Laws and obtain and comply with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants obtain and 

  
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comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failure to do so could not
be reasonably expected to have a Material Adverse Effect. 
 (b) Conduct and complete, or use commercially
reasonable efforts to ensure that its tenants conduct and complete (provided that if such tenants fail to do so, the Borrower shall conduct and complete) all investigations, studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that: 

(i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not
be reasonably expected to have a Material Adverse Effect or 
 (ii) the Borrower has determined in good faith
that contesting the same or complying with such requirement is not in the best interests of the Borrower and its Subsidiaries and the failure to contest or comply with the same could not be reasonably expected to have a Material Adverse Effect.

 (c) Defend, indemnify and hold harmless the Administrative Agent, the Issuing Bank and each Lender, and their
respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses (whether arising pre-judgment or post-judgment) of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower, its Subsidiaries or the Properties, or any
orders, requirements or demands of Governmental Authorities related thereto, including attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any
of the foregoing arise out of the fraud, gross negligence or willful misconduct of any party indemnified hereunder. Notwithstanding anything to the contrary in this Agreement, this indemnity shall continue in full force and effect regardless of the
termination of this Agreement. 
 Section 5.09 Use of Proceeds and Letters of Credit. The
proceeds of the Loans will be used only for general corporate purposes of the Borrower and its Subsidiaries in the ordinary course of business and for closing costs incurred by the Borrower in connection with the consummation of the transactions
contemplated herein and in the other Loan Documents, provided any Borrowing with respect to such closing costs shall not exceed $4,000,000. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to secure the performance of obligations of the Borrower, including, without limitation, obligations with respect to
the Borrower’s thirty party leases, self-insurance for workers’ compensation, general liability and vehicle liability. 
 Section 5.10 Maintenance of Accounts. Borrower shall, and shall cause each of its Subsidiaries to, maintain all of its respective bank accounts with JPMorgan Chase Bank, N.A., and
shall, and shall cause each of its Subsidiaries to, grant a security interest in all such accounts to the Administrative Agent for the benefit of the Lenders by execution of a Deposit Account Control Agreement substantially in the form of Exhibit
N attached hereto. All amounts owed to Administrative Agent or its Affiliates with respect to such accounts, or any other cash management arrangement among Borrower, its Subsidiaries or any of its Affiliates, on the one hand, and Administrative
Agent or its Affiliates, on the other hand (including, without limitation, any ACH credit exposure) shall be deemed a portion of the amounts owed under the Loan Documents and shall be secured by the Collateral. Notwithstanding the foregoing,
Borrower shall be permitted to cause GTY MD Leasing Inc. to maintain an account at TD Bank, N.A., and Administrative Agent shall have no security interest in such account, provided that, at no time, shall there be in excess of $300,000 maintained in
such account. 

  
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 Section 5.11 Proceeds from Asset Sales; Deposit Account.

 (a) All proceeds received by Borrower or its Subsidiaries from the sale, transfer or conveyance of any
Properties or other assets of the Borrower or any of its Subsidiaries during the term of the Loan shall be immediately deposited by Borrower into the Deposit Account; provided, however, subject to clause (b) below, Borrower and its Subsidiaries
shall not be required to deposit any such proceeds to the extent same have been deposited into restricted 1031 exchange accounts controlled by Borrower or its Subsidiaries. Upon Borrower’s request, any funds in the Deposit Account shall be
disbursed to Borrower to be used solely for Permitted Investments, provided that the Borrower has provided the Administrative Agent with a certificate signed by an officer of Borrower certifying that (i) such funds will be used only for
Permitted Investments, and (ii) both immediately prior and immediately after the release and utilization of such funds, Borrower shall remain in compliance with all terms and covenants of the Loan Documents, together with a reasonably detailed
description of the nature and scope of such Permitted Investment. 
 (b) Borrower or its Subsidiaries shall be
permitted to deposit funds into restricted 1031 exchange accounts that would otherwise be required to be deposited into the Deposit Account pursuant to clause (a) above, provided that (a) Borrower or its applicable Subsidiary,
Administrative Agent and the 1031 exchange intermediary at which such 1031 exchange account has been established have entered into a Qualified Exchange Trust Agreement in the form of Exhibit P attached hereto with respect to the funds in such
1031 exchange account, and (b) any funds to be released to Borrower or its Subsidiaries from any such 1031 exchange account shall be disbursed directly into the Deposit Account. Upon the request of Administrative Agent, Borrower and
Subsidiaries agree to use Administrative Agent or its affiliates as the 1031 exchange intermediary with respect to any such 1031 exchange accounts. 
 (c) As security for payment of the Loans and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Administrative Agent on
behalf of the Lenders, and grants to Administrative Agent on behalf of the Lenders a security interest in, all Borrower’s right, title and interest in and to the Deposit Account and all payments to or monies held in the Deposit Account.
Borrower shall not, without obtaining the prior written consent of Administrative Agent, further pledge, assign or grant any security interest in the Deposit Account, or permit any Lien to attach thereto, or any levy to be made thereon. Upon the
occurrence and during the continuance of an Event of Default, Administrative Agent may apply any sums in any Deposit Account in any order and in any manner as Administrative Agent shall elect in its discretion without seeking the appointment of a
receiver and without adversely affecting the rights of Administrative Agent to foreclose the Lien of the Mortgages or exercise its other rights under the Loan Documents. 

Section 5.12 Most Favored Nation. If Borrower or any Subsidiary incurs any Indebtedness or modifies or
amends the terms of any existing Indebtedness providing for any terms or conditions more favorable to the applicable lender than those provided for in the Loan Documents (including, without limitation, any covenants more restrictive than those
provided for in the Loan Documents), then the Administrative Agent and the Lenders shall have the benefit of any such more advantageous terms and conditions and the Loan Documents shall be deemed automatically modified accordingly. Borrower agrees
to, and to cause each Subsidiary to, execute and deliver to Administrative Agent any amendment documents or other agreements necessary to evidence that the terms of the Loan Documents have been so modified. 

  
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 Section 5.13 Leases. The Borrower: (i) shall perform
the material obligations which the Borrower is required to perform under the Borrowing Base Leases; (ii) shall enforce the material obligations to be performed by the Tenants thereunder in a commercially reasonably manner; (iii) shall
promptly furnish to the Administrative Agent any notice of material default or termination received by the Borrower from any tenant under a Borrowing Base Lease, and any notice of default or termination given by the Borrower to any Tenant under a
Borrowing Base Lease; (iv) shall not collect any rents under any Borrowing Base Lease for more than thirty (30) days in advance of the time when the same shall become due, except for bona fide security deposits; (v) shall not enter
into any ground lease or master lease of any part of any Borrowing Base Property; and (vi) within ten (10) Business Days after the Administrative Agent’s request, shall furnish to the Administrative Agent a statement of all tenant
security deposits under any Borrowing Base Lease, and copies of all Borrowing Base Leases not previously delivered to the Administrative Agent by the Borrower, certified by the Borrower as being true and correct. 

Section 5.14 Ground Leases. 

(a) Borrower shall pay or cause to be paid all rents, additional rents and other sums required to be paid by Borrower or
its Subsidiaries, as tenant under and pursuant to the provisions of the Ground Leases on or before the date on which such rent or other charge is payable. 
 (b) Borrower shall, and shall cause its Subsidiaries to, diligently perform and observe in all material respects the terms, covenants and conditions of the Ground Leases on the part of Borrower or its
Subsidiaries, as tenant thereunder, to be performed and observed prior to the expiration of any applicable grace period therein provided. 
 (c) Borrower shall promptly notify the Administrative Agent of the giving of any notice by any ground lessor under the Ground Leases to Borrower or any of its Subsidiaries of any default by Borrower or
any of its Subsidiaries, as lessee thereunder, and promptly deliver to the Administrative Agent a true copy of each such notice. Borrower shall not, and shall not permit any Subsidiary to, (i) amend or modify any of the Ground Leases without
Administrative Agent’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and (ii) terminate, surrender or consent to any termination or surrender of any such Ground Lease without Required Lenders’
approval. 
 (d) If Borrower or any Subsidiary shall be in default in any material respect beyond any applicable
notice and grace period under any Ground Lease, then, subject to the terms of such Ground Lease, the Administrative Agent on behalf of the Lender shall have the right (but not the obligation), to cause the default or defaults under such Ground Lease
to be remedied and otherwise exercise any and all rights of Borrower or any Subsidiary under such Ground Lease, as may be necessary to prevent or cure any default. Without limiting the foregoing, upon any such default, Borrower shall, or shall cause
its applicable Subsidiary to, promptly execute, acknowledge and deliver to the Administrative Agent such instruments as may reasonably be required to permit the Administrative Agent to cure any default under such Ground Lease. The actions or
payments of the Administrative Agent to cure any default by Borrower or any Subsidiary under any such Ground Lease shall not remove or waive, as between Borrower and the Lenders, the default that occurred under this Agreement by virtue of the
default under the applicable Ground Lease. 
 (e) Borrower shall cooperate with the Administrative Agent and the
Lenders and do such acts as are within its rights and powers to cause the Administrative Agent or its successor on behalf of the Lenders to be deemed a “leasehold mortgagee” or its equivalent under the Ground Leases during all times prior
to the repayment of the Loans in full. 

  
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 (f) Borrower shall not, without the Administrative Agent’s prior
written consent, cause, agree to, or permit to occur any subordination, or consent to the subordination of, any Ground Lease to any mortgage, deed of trust or other Lien encumbering (or that may in the future encumber) the estate of the lessor under
such Ground Lease in any premise(s) demised to Borrower or any of its Subsidiaries thereunder (other than a subordination or consent to subordination expressly required by the terms of such Ground Lease, in which Borrower or such Subsidiary obtains
rights of non-disturbance for so long as Borrower or its Subsidiary is not in default under such Ground Lease). 
 ARTICLE VI.

 Negative Covenants 
 Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated
and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders: 

Section 6.01 Financial Covenants. The Borrower shall not: 

(a) Loan-to-Value Ratio. Permit, at any time, the Loan-to-Value Ratio to be greater than 70%. 

(b) Liquid Assets. Permit, at any time, the sum of (i) the aggregate amount of Unrestricted Cash and Cash
Equivalents owned by Borrower and (ii) the aggregate amount of Unused Commitments, to be less than $30,000,000. 
 (c) Fixed Charge Coverage Ratio. Permit, at the last day of any fiscal quarter, the Fixed Charge Coverage Ratio to be less than 1.00:1.00. 

(d) Minimum EBITDA. Permit, at the last day of any fiscal quarter, annualized EBITDA to be less than $25,000,000;
provided, however, EBITDA, for the purposes of this Section 6.01 only, shall allow for the add-back of (x) up to $6,500,000 in real estate taxes actually paid by Borrower or its Subsidiaries with respect to the GPMI Properties during the
first calendar quarter of 2012 and (y) up to $5,000,000 in real estate taxes actually paid by Borrower or its Subsidiaries with respect to the GPMI Properties during each subsequent calendar quarter during the term of the Loans. 

For purposes of calculating compliance with this Section 6.01, all of the foregoing tests shall be measured on a consolidated basis
for the Borrower and its Subsidiaries. 
 Section 6.02 Indebtedness. The Borrower will not,
and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness except: 
 (a)
Indebtedness created hereunder; 
 (b) Indebtedness existing on the date hereof and set forth in Schedule
6.02 (the “Existing Indebtedness”) and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; 

(c) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary;


  
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 (d) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any
Subsidiary of Indebtedness of the Borrower or any other Subsidiary; and 
 (e) Unsecured Indebtedness with a
maturity date occurring after the Maturity Date, provided that the proceeds from such Indebtedness shall be applied towards payment of principal and unreimbursed LC Disbursements due hereunder as provided in Section 2.11(e). 

Section 6.03 Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: 

(a) Permitted Encumbrances; 
 (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.03; provided that: 

(i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; 

(ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount thereof; and 
 (iii) additional
Liens created pursuant to the TD Loan Documents as result of the lender thereunder determining that the required loan-to-value ratio thereunder has not been satisfied. 

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or
existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that: 

(i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a
Subsidiary, as the case may be; 
 (ii) such Lien shall not apply to any other property or assets of the
Borrower or any Subsidiary; and 
 (iii) such Lien shall secure only those obligations which it secures on the
date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof. 

(d) Liens created by any Tenant to secure its obligations to a third party. 

Section 6.04 Limitation on Certain Fundamental Changes. The Borrower will not, and will not permit any
Subsidiary to: 
 (a) enter into any merger, consolidation or amalgamation; 

(b) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); or 

  
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 (c) convey, sell, lease, assign, transfer or otherwise dispose of, all or a
substantial portion of its property, business or assets (other than the GPMI Properties, which may be sold and/or leased by Borrower and its Subsidiaries). 
 Section 6.05 Limitation on Restricted Payments. Unless otherwise required (as estimated) in order to maintain the Borrower’s status as a real estate investment trust, the Borrower
shall not declare or pay any dividend (other than dividends payable solely in the same class of Capital Stock) or other distribution (whether in cash, securities or other property) on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance, cancellation, termination, retirement or other acquisition of, any shares of any class of Capital Stock of the Borrower or any warrants or options to purchase any such
Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary (collectively, “Restricted
Payments”); provided that notwithstanding the foregoing: 
 (i) during any fiscal year of the Borrower, the
Borrower may make Restricted Payments in cash provided that: (a) Unrestricted Cash and Cash Equivalents shall not be less than $7,500,000 following the making of the Restricted Payment, (b) not less than $17,000,000 of pro forma Gross
Revenue (based on interest income from mortgages and notes receivable and rent from Leases in effect as of the date of determination that are not subject to any material litigation) for the three (3) months immediately preceding the date on
which such Restricted Payment is declared, (c) the aggregate amount of any such cash dividend issued between the Effective Date and the Maturity Date shall not exceed $1 per share and (d) no Default or Event of Default shall exist as of
the date that such Restricted Payment is declared or made (including with respect to any of the financial covenants contained in Section 6.01 hereof); and 
 (ii) dividends and distributions may be paid by any Subsidiary to the Borrower or to any Guarantor. 
 Solely for the purpose of this Section 6.05, all references to shares in the definition of “Capital Stock” shall be to common shares only. 

Section 6.06 Limitation on Investments, Loans and Advances. Except as otherwise expressly permitted in
this Agreement, the Borrower will not, and will not permit any Subsidiary to make any advance, loan, extension of credit or capital contribution to any Person, or purchase any stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or otherwise make any investment in, any Person, or acquire or otherwise make any investment in any real property other than Permitted Investments, provided that the aggregate amount of all Permitted Investments
described in clause (b) of the definition thereof of the Borrower and its Subsidiaries shall not exceed $25,000,000.00 (excluding any such Permitted Investments existing as of the date hereof). 

Section 6.07 Limitation on Transactions with Affiliates. The Borrower will not, and will not permit
any Subsidiary to enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless 

(a) no Default or Event of Default would occur as a result thereof and 

(b) either (x) such transaction is (i) in the ordinary course of the business of any Loan Party that is a party
thereto and (ii) upon fair and reasonable terms no less favorable to any Loan Party that is a party thereto or is affected thereby than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, or
(y) such transaction is a lease from a Subsidiary holding title to Property to Getty Properties Corp. or (z) such transaction is between Borrower and any Guarantor or Guarantors. 

  
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 Section 6.08 Limitation on Changes in Fiscal Year. Permit
the fiscal year of the Borrower to end on a day other than December 31, unless otherwise required by any applicable law, rule or regulation. 
 Section 6.09 Limitation on Lines of Business; Creation of Subsidiaries; Negative Pledges. The Borrower will not, and will not permit any Subsidiary to: 

(a) Except for Permitted Investments, engage in activities other than real estate business and real estate related
business activities, and in activities permitted for real estate investment trusts under the Code, either directly or through taxable REIT subsidiaries. 
 (b) Create or acquire any Subsidiary after the Effective Date, unless (x) Administrative Agent has been provided with prior written notice of same, (y) such Subsidiary shall have executed a
Joinder to the Subsidiary Guarantee, Environmental Indemnity and Equity Pledge. 
 (c) (i) Create, assume,
incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted
Encumbrances, (ii) permit (1) any Property, including, without limitation any Borrowing Base Property or Qualified Real Estate Asset, (2) any direct or indirect ownership interest in the Borrower, any Subsidiary or any Guarantor or
(3) any other portion of the Collateral to be subject to a Negative Pledge or (iii) create, assume, incur, permit or suffer to exist any Lien on other Collateral, or any direct or indirect ownership interest of the Borrower in any Person
owning any other Collateral, except for Permitted Encumbrances. 
 Section 6.10 Swap
Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement. 
 Section 6.11 [Reserved]. 
 Section 6.12
Borrowing Base Leases. Except as provided below, the Borrower shall not enter into (x) any Borrowing Base Lease, (y) any material amendment, supplement or modification to a Borrowing Base Lease (other than any amendments,
modifications and/or supplements entered into pursuant to the express provisions of such Borrowing Base Lease or as provided in clause (A) below) or (z) a termination of any Borrowing Base Lease (other than arising from a default by the
tenant thereunder) without, in each case, the prior written consent of the Administrative Agent, taking into consideration the creditworthiness of tenants and economic terms of the applicable Borrowing Base Lease, which consent shall not be
unreasonably withheld, conditioned or delayed; provided, however, the consent of the Administrative Agent shall not be required for (A) renewals, expansions or extensions of any Borrowing Base Lease in accordance with its terms, so long as such
Borrowing Base Lease exists on or prior to the Effective Date or has otherwise been entered into in accordance with the terms of this Agreement, including with the approval of Administrative Agent (to the extent required under the terms of this
Agreement) and (B) any immaterial amendments, supplements or modifications to any Borrowing Base Lease. 

Section 6.13 Existing Indebtedness. The Borrower shall not enter into or otherwise permit any
amendment, supplement or modification to any document evidencing, securing or otherwise relating to the Existing Indebtedness, including, without limitation, the TD Loan Documents, without the prior written consent of the Administrative Agent and
the Required Lenders, In no event shall the Borrower or any of its Affiliates make any prepayment of any amounts owed under the TD Loan Documents. 

  
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 ARTICLE VII. 
 Events of Default 
 If any of the following events
(“Events of Default”) shall occur: 
 (a) the Borrower shall fail to pay any principal of any Loan or
any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, and such failure shall continue unremedied for
a period of five Business Days; 
 (b) the Borrower shall fail to pay any interest on any Loan or any fee or any
other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of
five Business Days; 
 (c) any representation or warranty made or deemed made by or on behalf of the Borrower or
any Subsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in
connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Loan Document, shall prove to have been incorrect in any material respect when made or deemed made; 

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01,
5.02, 5.03 or 5.09 or in Article VI; 
 (e) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after notice thereof
from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender); 
 (f)
the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Indebtedness, when and as the same shall become due and payable and any applicable notice and cure period
with respect thereto shall have expired; 
 (g) any event or condition occurs that results in any Indebtedness
becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any Indebtedness or any trustee or agent on its or their behalf to cause any Indebtedness to become due, following the expiration of any applicable cure
period (after the receipt of any requisite notice) with respect thereto, and or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; 
 (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking 

  
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 (i) liquidation, reorganization or other relief in respect of the Borrower
or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or 

(ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or
any Subsidiary or for a substantial part of its assets, 
 and, in any such case, such proceeding or petition shall continue
undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered; 

(i) the Borrower or any Subsidiary shall 

(i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, 

(ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (h) of this Article, 
 (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets. 
 (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or 
 (v) make a general assignment for the benefit of creditors; 
 (j)
the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; 
 (k) one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall
remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to
enforce any such judgment; 
 (l) an ERISA Event shall have occurred that, in the opinion of the Required
Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect; or 
 (m) the Subsidiary Guarantee at any time shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or 

(n) the Borrower shall cease, for any reason, to maintain its status as a real estate investment trust under Sections 856
through 860 of the Code; or 
 (o) at any time the Borrower or any of its Subsidiaries shall be required to take
any actions in respect of environmental remediation and/or environmental compliance, the aggregate expenses, fines, penalties or other charges with respect to which, in the judgment of the Required Lenders, could reasonably be expected to exceed
$15,000,000 in the aggregate, during the term of this Agreement; 

  
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provided that for purposes of determining compliance with this subsection (o) such amounts shall not include the expenses, fines, penalties and other charges that the Borrower estimates will
be due in connection with those environmental remediation and/or environmental compliance procedures and actions in existence as of the Closing Date and described on Schedule 7.01 attached hereto and provided further that, any such
remediation or compliance shall not be taken into consideration for the purposes of determining whether an Event of Default has occurred pursuant to this paragraph (o) if: 

(i) such remediation or compliance is being contested by the Borrower or the applicable Subsidiary in good faith by
appropriate proceedings or 
 (ii) such remediation or compliance is satisfactorily completed within 90 days
from the date on which the Borrower or the applicable Subsidiary receives notice that such remediation or compliance is required, unless such remediation or compliance cannot reasonably be completed within such 90 day period in which case such time
period shall be extended for a period of time reasonably necessary to perform such compliance or remediation using diligent efforts (but not to exceed 180 days, if the continuance of such remediation or compliance beyond such 180 day period, in the
reasonable judgment of the Required Lenders, could reasonably be expected to have a Material Adverse Effect); 

(p) any default shall occur under the TD Loan Documents, whether or not such default has been noticed or declared by the
lender thereunder; or 
 (q) a Change in Control shall occur; 

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this
Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or
different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared
to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and in case of any event with respect to the Borrower described in clause
(h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. 
 In addition to, and in no way limiting, the foregoing remedies, upon the occurrence of an Event of Default, the Administrative Agent and the Lenders shall have the following remedies available, which
remedies may be exercised at the same or different times as each other or as the remedies set forth in the foregoing paragraph: 
 (i) the Required Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise all other rights and remedies under any and all of the other Loan Documents,
including, without limitation, exercise of the Administrative Agent’s foreclosure rights under the Mortgages; 

  
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 (ii) the Required Lenders may direct the Administrative Agent to, and the
Administrative Agent if so directed shall, exercise all other rights and remedies it may have under any applicable law; and 
 (iii) to the extent permitted by applicable law, the Administrative Agent and the Lenders shall be entitled to the appointment of a receiver or receivers for the assets and properties of the Borrower and
its Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the obligations of the Borrower hereunder or under the other Loan Documents or the solvency of any party bound for its payment, to take
possession of all or any portion of the Borrowing Base Properties or other Collateral, and to exercise such power as the court shall confer upon such receiver. 
 Notwithstanding the foregoing or anything else contained herein to the contrary, in no event shall Administrative Agent exercise any rights or remedies under the Loan Documents with respect to any
Borrowing Base Property that has a Material Environmental Issue without the prior consent of all Lenders, including, without limitation, commencing and/or consummating a foreclosure of such Borrowing Base Property, having a receiver appointed for
such Borrowing Base Property or exercising its rights to collect rents with respect to such Borrowing Base Property. 

ARTICLE VIII. 
 The Administrative Agent 
 Section 8.01
Appointment and Authorization; General Matters. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. 

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary
or other Affiliate thereof as if it were not the Administrative Agent hereunder. 
 The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby
that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and
(c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable to the Lenders for any action taken or not taken by it with the consent or at the request
of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own fraud, gross negligence or willful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative 

  
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Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the
contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent. 
 The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability to any Lender for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper
Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to be made by the proper Person, and shall not incur any liability to any Lender for relying thereon. The
Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable to any Lender for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts. 
 The Administrative Agent may perform any and all its
duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through
their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to such Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities
in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 
 Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and
the Borrower, and shall resign, upon the Borrower’s request, in the event that the Administrative Agent, as Lender, shall assign so much of its Loans and Commitment that another Lender’s Loans and Commitment exceeds that of the
Administrative Agent. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower, (so long as no Default or Event of Default has occurred and is then continuing) to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of
the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a Lender, provided that if no Lender is willing or able to act as Administrative Agent, then the Administrative Agent shall appoint a Qualified Institution
actively engaged in the syndications market as an administrative agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also 

  
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 acknowledges that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any
document furnished hereunder or thereunder. 
 Section 8.02 Collateral Matters; Protective
Advances. 
 (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any
notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or other Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the
Collateral granted pursuant to any of the Loan Documents. 
 (b) The Lenders hereby authorize the Administrative
Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the
Borrower’s obligations hereunder and under the other Loan Documents (excluding obligations hereunder that have been Cash Collateralized or contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been
asserted); (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Required Lenders (or such greater number of Lenders as this
Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral
pursuant to this Section. 
 (c) Upon any sale and transfer of any Collateral which is expressly permitted
pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may
be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lenders and the Issuing Bank herein or pursuant hereto upon the Collateral that was sold or transferred; provided,
however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or
entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the obligations of the Borrower hereunder or under the other Loan Documents or
any Liens upon (or obligations of the Borrower or any Guarantor in respect of) all interests retained by the Borrower or any Guarantor, including (without limitation) the proceeds of such sale or transfer, all of which shall continue to constitute
part of the Collateral. In the event of any sale or transfer of any Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the
Administrative Agent from the proceeds of any such sale, transfer or foreclosure. 
 (d) The Administrative
Agent shall have no obligation whatsoever to the Lenders, the Issuing Bank or to any other Person to assure that the Collateral exists or is owned by the Borrower, any Guarantor or any other Subsidiary or is cared for, protected or insured or that
the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at
all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the Loan Documents, it being understood and agreed that in
respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, and that the Administrative Agent shall have no duty or liability whatsoever to
the Lenders, except to the extent resulting from its gross negligence or willful misconduct. 

  
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 (e) The Administrative Agent may make, and shall be reimbursed by the
Lenders (in accordance with their Applicable Percentages) to the extent not reimbursed by the Borrower for, Protective Advances during any one calendar year with respect to each Property that is a Borrowing Base Property up to the sum of
(i) amounts expended to pay real estate taxes, assessments and governmental charges or levies imposed upon such Property; (ii) amounts expended to pay insurance premiums for policies of insurance related to such Property; and
(iii) $200,000. Protective Advances in excess of said sum during any calendar year for any Property that is a Borrowing Base Property shall require the consent of the Required Lenders. The Borrower agrees to pay on demand all Protective
Advances. 
 Section 8.03 Post-Foreclosure Plans. If any Borrowing Base Property any portion
thereof is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the obligations of the Borrower due hereunder and
under the other Loan Documents, the title to any such Borrowing Base Property, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or subsidiary of the Administrative Agent, as administrative agent, for the
ratable benefit of all Lenders and the Issuing Bank. The Administrative Agent shall prepare a recommended course of action for such Borrowing Base Property, including a liquidation plan for same, if applicable (a “Post-foreclosure
Plan”), which shall be subject to the approval of the Required Lenders. Upon demand therefor from time to time, each Lender will contribute its share (based on its Applicable Percentage) of all reasonable costs and expenses incurred by the
Administrative Agent pursuant to the approved Post-foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Borrowing Base Property. To the extent there is net operating income from such
Borrowing Base Property, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders and the Issuing Bank. All such distributions shall be made to the Lenders
in accordance with their respective Applicable Percentages. 
 ARTICLE IX. 

Miscellaneous 
 Section 9.01 Notices. (a) Notices shall be sent as follows: 
 (i) if to the Borrower, to Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention of Chief Financial Officer (Telecopy No. (516) 478-5403 with copies to: (x) Getty Realty
Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention Chief Legal Officer (Telecopy No. (516) 478-5490 and (y) DLA Piper LLP (US), 203 N. LaSalle Street, Suite 1900, Chicago, Illinois 60601, Attention: James M. Phipps, Esq.
(Telecopy No. (312) 251-5735); provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to the Borrower; 

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Credit Services Unit, 1 Bank One Plaza, Suite II
1-0874, Chicago, Illinois 60670, Attention of Nanette Wilson (Telecopy No. (888) 292-9533), with a copy to (x) JPMorgan Chase Bank, N.A., 395 North Service Road, Melville, New York 11747, Attention of Alicia Schreibstein (Telecopy No.
(631) 755-5184) and (y) Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104, Attention of Thomas P. McGovern; provided that the failure to deliver a copy under (y) above shall not affect the
effectiveness of the delivery of such notice or other communication to the Administrative Agent; 

  
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 (iii) if to the Issuing Bank, to it at 395 North Service Road, Melville, New
York 11747, Attention of Stephen M. Zajac (Telecopy No. (631) 755-5184), or by email to Stephen%ajac@chase.com; and 
 (iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire. 

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications. 
 (c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. 

Section 9.02 Waivers; Amendments. 

(a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. 
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by
the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall 
 (i) increase the Commitment of any Lender without the written consent of such Lender, 
 (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby,

 (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any
interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, 

  
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 (iv) change Section 2.18(b) or (c) in a manner that would alter
the pro rata sharing of payments required thereby, without the written consent of each Lender, or 
 (v) release
any material portion of the Collateral, except in accordance with the terms of this Agreement; 
 (vi) release
any Guarantor from its Subsidiary Guarantee, or limit any Guarantor’s liability with respect to its Guaranty, except that the Administrative Agent may release from its Subsidiary Guarantee any Guarantor which (w) sells all or substantially
all of its assets in accordance with Section 6.04 hereof, (x) encumbers any of its assets as permitted under Section 6.03 hereof, (y) does not own any Property or (z) is a Non-Material Guarantor; 

(vii) change any of the provisions of this Section or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, 

without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent, the Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Issuing Bank; or 
 (viii) modify the definition of “Borrowing Base” or “Loan-to-Value Ratio”, or waive any breach by Borrower of the Loan-to-Value Ratio requirements hereunder. 

Section 9.03 Expenses; Indemnity; Damage Waiver. 

(a) The Borrower shall pay 
 (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including, without limitation, (l) the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, (2) in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not
the transactions contemplated hereby or thereby shall be consummated), (3) the reasonable fees and expenses of any financial advisor or consultant retained or hired by the Administrative Agent to advise on the enforcement or protection of the
rights of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (4) the costs of any environmental reports, reviews or Appraisals commissioned by the Administrative Agent as permitted hereunder, 

(ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender,
including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under
this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided,
however, that the attorney’s fees and disbursements for which the Borrower is obligated under this subsection (a)(ii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for the Administrative Agent and
(B) counsel for all of the Lenders as a group; and provided, further, that all other costs and expenses for which the Borrower is obligated under this subsection (a)(ii) shall be limited to the reasonable non-duplicative costs and expenses of
the Administrative Agent. For purposes of this Section 9.03(a)(ii), (I) counsel for the Administrative Agent shall mean a single outside law firm representing Administrative Agent and (2) counsel for all of the Lenders as a group
shall mean a single outside law firm representing such Lenders as a group (which law firm may or may not be the same law firm representing the Administrative Agent). 

  
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 (b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank
and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of 

(i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, 
 (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), 
 (iii) any actual
or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or 

(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether
based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; 
 provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from
the fraud, gross negligence or willful misconduct of any Indemnitee. In addition, the indemnification set forth in this Section 9.03(b) in favor of any Related Party shall be solely in their respective capacities as a director, officer, agent
or employee, as the case may be. 
 (c) To the extent that the Borrower fails to pay any amount required to be
paid by it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such. 
 (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof. 
 (e) All amounts due under this Section shall be payable promptly after written demand
therefor. 

  
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 Section 9.04 Successors and Assigns. 

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that 
 (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void) and 
 (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parlies hereto, their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b)    (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a
Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; 
 (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior
to giving effect to such assignment; and 
 (C) the Issuing Bank. 

(ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 and after giving effect to such transfer, the amount of the assigning Lender’s Commitment or Loans would not be less than $5,000,000, unless each of the
Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; 

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement; 
 (C) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and 

  
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 (D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. 
 For the purposes of this Section 9.04(b), the term “Approved Fund” has
the following meaning: 
 “Approved Fund” means any Person (other than a natural person) that
is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender. 
 (iii) Subject to acceptance and
recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective dale specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of
a participation in such rights and obligations in accordance with paragraph (c) of this Section. 
 (iv)
The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive as to the name
and Commitment of each Lender, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the
assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall
have failed to make any payment required to be made by it pursuant to Section 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information
therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided
in this paragraph. 
 (c) (i)Any Lender may, without the consent of the Borrower, the Administrative Agent or
the Issuing Bank, sell participations to one or more Qualified Institutions (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and
(C) the Borrower, the Administrative Agent, the 

  
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 Issuing Hank and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15,
2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of
Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. 
 (ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. In any event, a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender. 

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

Section 9.05 Survival. All covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement
and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and
remain in full force and effect regardless of the consummation of the Transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or
any provision hereof. 
 Section 9.06 Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, 

  
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when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 

Section 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 Section 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the
credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 

Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process. 

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York pursuant to
Section 5-1401 of the General Obligations Law of the State of New York. 
 (b) The Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court, of the State of New York sitting in New York County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and determined in such New York Slate or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a non-appealable final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Bank
or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction. 

(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the first sentence of paragraph (b) of this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in
Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

  
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 Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

Section 9.11 Headings. Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

Section 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders
agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed 
 (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors actively involved in the administration or enforcement of the Loans
or in any current or prospective relationship with the Borrower and its Subsidiaries or in connection with an internal purposes related to credit review, portfolio analysis or otherwise (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), 
 (b) to the extent requested by any regulatory authority, 
 (c) to
the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided, however, that in the event Administrative Agent or any Lender receives a subpoena or other legal process to disclose confidential
information to any party, Administrative Agent or such Lender shall, if legally permitted, endeavor to notify Borrower thereof as soon as possible after receipt of such request, summons or subpoena, provided, however, that in the event that the
Administrative Agent or any Lender receives a subpoena or other legal process to disclose confidential information to any party, the Administrative Agent or such Lender shall, if legally permitted, endeavor to notify the Borrower thereof as soon as
possible after receipt of such request, summons or subpoena so that the Borrower may seek protective order or other appropriate remedy, provided that no such notification shall be required in respect of any disclosure to regulatory authorities
having jurisdiction over the Administrative Agent or such Lender, 
 (d) to any other party to this Agreement,

 (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or the enforcement of rights hereunder, 
 (f) subject to an agreement or electronic
acknowledgment (i.e., Intralinks) containing provisions substantially the same as those of this Section and provided that Borrower’s written consent is obtained before disclosure to any prospective assignee, Participant or counterparty which is
not a Qualified Institution, to: 

  
 73 









 (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or 
 (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, 
 (g) with the consent of the Borrower, or 
 (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the
Borrower. 
 For the purposes of this Section, “Information” means all information received from the Borrower relating
to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information. 
 Section 9.13 USA PATRIOT Act. Each
Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required
to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act. 

Section 9.14 Modifications to Certain Mortgages. In the event the Borrower has not delivered
Appraisals for all of the Properties identified on Schedule 2.05(a) on or before the Effective Date and, upon receipt of all such Appraisals the Administrative Agent determines that the aggregate Appraised Value for all Borrowing Base
Properties located in the State of New York (the “NY Borrowing Base Properties”) is greater than one hundred five percent (105%) of the Borrowing Base Value initially attributable to the NY Borrowing Base
Properties as set forth on Schedule 2.05(a), the Borrower shall cooperate with the Administrative Agent’s preparation of, and shall promptly execute, any amendments or modifications to the Mortgages encumbering the NY Borrowing
Base Properties necessary to bring the amount secured by such Mortgages up to the Appraised Value of the NY Borrowing Base Properties. Without duplicating the Borrower’s obligations under Section 9.03, the Borrower shall be responsible for
all mortgage recording taxes and other fees incurred in connection with the recording of any such amendments or modifications. 
 Section 9.15 Release. Borrower, for itself and for and on behalf of each of its Subsidiaries and Affiliates and each of its officers, directors, shareholders, members, partners,
trustees, agents, employees, servants, shareholders and attorneys (as well as their predecessors, successors and assigns) (collectively, the “Releasing Parties”), for and in consideration of the execution and delivery of this
Agreement by Administrative Agent and the Lenders, does hereby forever release, waive, remise, acquit and discharge Administrative Agent, the Lenders and each of its their past, present and future directors, trustees, fiduciaries, administrators,
officers, agents, employees, servants, shareholders and attorneys (as well as their predecessors, successors and assigns) (collectively, the “Released Parties”) of and from all manner of actions, causes of action, claims, claims of
usury, suits, bonds, bills, covenants, controversies, agreements, promises, trespasses, damages (whether general, special or punitive), judgments, executions, demands, indebtedness (either as principal obligor or as surety or other accommodation
party), liabilities, 

  
 74 









 
obligations, costs, expenses, losses, attorneys’ fees and expenses (whether or not litigation is commenced), liens and indemnities of every kind and nature whatsoever, whether fixed or
contingent, known or unknown, suspected or unsuspected, foreseen or unforeseen and whether based on contract, tort, statute or other legal or equitable theory of recovery (collectively, “Claims”) which the Releasing Parties, or any
of them, now have, ever had, shall or may have, or may hereafter assert, against one or more of the Released Parties for or by reason of any Claims arising or accruing at any time on or prior to the date hereof in connection with, arising out of, or
in any way relating, directly or indirectly, to the following: (a) the Prior Credit Agreement or the loans made pursuant thereto, (b) any matters pertaining to any of the discussions, communications, correspondence, negotiations or
dealings among the Releasing Parties and the Released Parties relating to the Loans or the Loan Documents, (c) the lender-borrower relationship created by the Prior Credit Agreement, or (d) any matters arising out of or in any way relating
to any of the foregoing. 

  
 75 









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

			
	 GETTY REALTY CORP.

		
	 By
	 	 /s/ David B Driscoll

	 Name:
	 	 David B Driscoll

	 Title:
	 	 President and Chief Executive Officer










 
			
	 JPMORGAN CHASE BANK, N.A.,
 individually and as Administrative Agent

		
	By	 	 /s/ Alicia T. Sohreibstein

	Name:	 	 Alicia T. Sohreibstein

	Title:	 	 Vice President










 
			
	BANK OF AMERICA, N.A.
		
	By	 	 /s/ Eyal Namordi

	Name:	 	 Eyal Namordi

	Title:	 	 Senior Vice President










 
			
	ISRAEL DISCOUNT BANK OF NEW YORK
		
	By	 	 /s/ Dan Luby

	Name:	 	 Dan Luby

	Title:	 	 Assistant Vice President



  

			
		
	By	 	 /s/ Michael Paul

	Name:	 	 Michael Paul

	Title:	 	 Senior Vice President










 
			
	CAPITAL ONE, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Enrico Panno

	Name:	 	 Enrico Panno

	Title:	 	 SVP










 
			
	CITIZENS FINANCIAL GROUP INC.
		
	By	 	 /s/ Diane E. Mullan-Cromwell

	Name:	 	 Diane E. Mullan-Cromwell

	Title:	 	 Vice President










 
			
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By	 	 /s/ Thomas L. Nolan

	Name:	 	 Thomas L. Nolan

	Title:	 	 Vice President










 
			
	WELLS FARGO BANK, N.A.
		
	By	 	 /s/ Jool Bartis

	Name:	 	 Jool Bartis

	Title:	 	 Senior vice president










 
			
	SOVEREIGN BANK, N.A.
		
	By	 	 /s/ Richard M. Quinn

	Name:	 	 Richard M. Quinn

	Title:	 	 Senior Vice President










 SCHEDULE 1.01 
 GPMI PROPERTIES 

  
 1.01(b)-1









 SCHEDULE 1.01(b) – GPMI PROPERTIES 

 

							
	Property #	  	Address	  	City	  	State
	 6
	  	1672 86TH ST.	  	BROOKLYN	  	NY
	 7
	  	161-51 BAISLEY BLVD	  	JAMAICA	  	NY
	 8
	  	75-41 YELLOWSTONE BLVD	  	REGO PARK	  	NY
	 16
	  	98-21 ROCKAWAY BLVD	  	OZONE PARK	  	NY
	 17
	  	1780 CONEY ISLAND AVE	  	BROOKI YN	  	NY
	 20
	  	1810 CROSS BRONX EXP.	  	BRONX	  	NY
	 22
	  	35-25 JUNCTION BLVD	  	CORONA	  	NY
	 38
	  	2686 LONG BLACH RD	  	OCLANSIDE	  	NY
	 43
	  	111 MONTAUK HIGHWAY	  	BLUE POINT	  	NY
	 53
	  	510 SUFFOLK AVE	  	BRENTWOOD	  	NY
	 54
	  	172 HOWELLS RD	  	BAY SHORE	  	NY
	 65
	  	1 MONTAUK & CARLTON AVE	  	EAST ISLIP	  	NY
	 70
	  	564 MONTAUK HIGHWAY	  	WEST ISLIP	  	NY
	 72
	  	848 WILLIS AVE	  	ALBERTSON	  	NY
	 74
	  	43 LAKE STREET	  	WHITE PLAINS	  	NY
	 77
	  	758 PELHAM RD	  	NEW ROCHELLE	  	NY
	 78
	  	1800 CENTRAL AVE	  	YONKERS	  	NY
	 82
	  	32 BELLE AVE	  	OSSINING	  	NY
	 93
	  	4350 BOSTON POST RD	  	PELHAM MANOR	  	NY
	 100
	  	140 FRANKLIN TURNPIKE	  	MAHWAH	  	NJ
	 101
	  	221 ROUTE 303	  	VALLEY COTTAGE	  	NY
	 103
	  	200 WEST CHESTER AVE	  	PORT CHESTER	  	NY
	 110
	  	2815 HORSEBLOCK RD	  	MEDFORD	  	NY
	 115
	  	3400-08 BAYCHESTER AVE	  	BRONX	  	NY
	 116
	  	128 EAST MAIN ST	  	ELMSFORD	  	NY
	 117
	  	946 BOSTON POST RD.	  	MAMARONECK	  	NY
	 126
	  	4302 FT HAMILTON PWY	  	BROOKLYN	  	NY
	 146
	  	837 ROUTE 6	  	MAHOPAC	  	NY
	 157
	  	813 MAIN STREET	  	POUGHKEEPSIE	  	NY
	 l59
	  	245 ROUTE 52	  	CARMEL	  	NY
	 160
	  	1364 ROUTE 9 W	  	MARLBORO	  	NY
	 163
	  	ROUTE 9W. BOX 381-3	  	KINGSTON	  	NY
	 169
	  	1499 ROUTE 9	  	WAPPINGERS FALLS	  	NY
	 174
	  	44 LIBERTY DRIVE SOUTH	  	STONY POINT	  	NY
	 178
	  	333 WASHINGTON AVE	  	KINGSTON	  	NY
	 179
	  	355 MILL STREET	  	POUGHKEEPSIE	  	NY
	 182
	  	266 RT. 55	  	LAGRANGEVILLE	  	NY
	 186
	  	1915 BRUCKNER BLVD	  	BRONX	  	NY
	 195
	  	6126 AMBOY RD	  	STATEN ISI AND	  	NY
	 210
	  	3305 E TREMONT AVE	  	BRONX	  	NY
	 212
	  	348 E 106TH ST	  	NEW YORK	  	NY
	 214
	  	116-60 SUTPHIN BLVD.	  	JAMAICA	  	NY
	 218
	  	69-05 ELLIOT AVE	  	MIDDLE VILLAGE	  	NY
	 219
	  	4925 VANDAM ST	  	LONG ISLAND CITY	  	NY
	 223
	  	6418 8TH AVENUE	  	BROOKLYN	  	NY
	 225
	  	100-17 BEACH CHANNEL DR	  	ROCKAWAY BEACH	  	NY
	 228
	  	1881 UTICA AVE	  	BROOKLYN	  	NY
	 229
	  	125 KINGS HIGHWAY	  	BROOKLYN	  	NY
	 234
	  	1125-27 RICHMOND TERRACE	  	STATEN ISLAND	  	NY
	 235
	  	1820 RICHMOND ROAD	  	STATEN ISLAND	  	NY
	 252
	  	4301 BOSTON POST RD	  	T.BRONX	  	NY
	 254
	  	1700 GEORGES RD. RT 130	  	NORTH BRUNSWICK	  	NJ
	 258
	  	1413 E L GRANT HWY	  	BRONX	  	NY
	 264
	  	2590 BAILEY AVE	  	BRONX	  	NY
	 266
	  	5805 BROADWAY	  	BRONX	  	NY
	 268
	  	1185 BRONX RIVER AVE	  	BRONX	  	NY
	 270
	  	2400 E TREMONT AVE	  	BRONX	  	NY
	 272
	  	780 BURKE AVE	  	BRONX	  	NY
	 275
	  	495 E 180TH & BATHGATE	  	BRONX	  	NY
	 277
	  	3031 BAILEY AVE	  	BRONX	  	NY
	 278
	  	944 CENTRAL PARK AVE	  	YONKERS	  	NY
	 288
	  	ROUTE 36 & AVE D	  	ATLANTIC HIGHLANDS	  	NJ
	 299
	  	481 UNION AVE	  	WESTBURY	  	NY
	 301
	  	357 NO BROADWAY	  	SLEEPY HOLLOW	  	NY
	 303
	  	140 EAST UNION AVE RT 28	  	MIDDLESEX	  	NJ
	 304
	  	1297 RT. 9	  	OLD BRIDGE	  	NJ
	 307
	  	876 ROUTE 22	  	BREWSTER	  	NY
	 312
	  	166-02 NORTHERN BLVD	  	FLUSHING	  	NY
	 319
	  	120 MOFFATT ROAD	  	MAHWAH	  	NJ
	 322
	  	34 ROUTE 303	  	VALLEY COTTAGE	  	NY
	 323
	  	3083 WFBSTER AVF	  	BRONX	  	NY
	 324
	  	4000 HYLAN BLVD	  	STATEN ISLAND	  	NY
	 325
	  	1168 PLFASANTVILLE ROAD	  	BRIARCLIFF MANOR	  	NY
	 326
	  	4643 THIRD AVE	  	BRONX	  	NY
	 329
	  	1441 WESTCHESTER AVE	  	BRONX	  	NY
	 331
	  	6571 BROADWAY	  	BRONX	  	NY
	 332
	  	600 SOUTH PELHAM PWKY.	  	BRONX	  	NY
	 334
	  	5818 18TH AVE	  	BROOKLYN	  	NY
	 336
	  	64-23 7TH AVE	  	BROOKLYN	  	NY
	 339
	  	4880 BROADWAY	  	NEW YORK	  	NY









							
	 340
	  	89 ST NICHOLAS PLACE	  	NEW YORK	  	NY
	 341
	  	239 10TH AVE	  	NEW YORK	  	NY
	 342
	  	65-15 COOPER AVE	  	GLENDALE	  	NY
	 343
	  	156-07 ROCKAWAY BLVD	  	OZONE PARK	  	NY
	 344
	  	31-05 QUEENS BLVD.	  	LONG ISLAND CIIY	  	NY
	 350
	  	69 PASCACK ROAD	  	SPRING VALLEY	  	NY
	 354
	  	RT 25 & RAYNOR RD	  	RIDGE	  	NY
	 357
	  	450 WYANDANCH AVE	  	NORTH BABYLON	  	NY
	 358
	  	185 EAST LINCOLN AVE	  	PELHAM	  	NY
	 360
	  	323 JERICHO TURNPIKE	  	SMITHTOWN	  	NY
	 363
	  	350 ROCKAWAY TPKE	  	CEDARHURST	  	NY
	 365
	  	1324 EAST PUTNAM AVE	  	GOLD GREENWICH	  	CT
	 366
	  	440 HAWKINS AVE	  	LAKE RONKONKOMA	  	NY
	 370
	  	ROUTE 36 & ATLANTIC AVE	  	KEYPORT	  	NJ
	 377
	  	40 NO.MAIN STREET	  	NEW CITY	  	NY
	 379
	  	55 RTE. 9W	  	WEST HAVERSTRAW	  	NY
	 411
	  	3513 ATLANTIC AVE	  	BROOKLYN	  	NY
	 421
	  	7519 18TH AVE	  	BROOKLYN	  	NY
	 425
	  	570 SUNRISE HWY	  	WEST ISLIP	  	NY
	 427
	  	1160 STRAIGHT PATH	  	WEST BABYLON	  	NY
	 429
	  	3821 VETS HIGHWAY	  	RONKONKOMA	  	NY
	 432
	  	999 ROUTE 25A	  	STONY BROOK	  	NY
	 437
	  	87 NO.COUNTRY ROAD	  	MILLER PLACE	  	NY
	 444
	  	515 MONTAUK HIGHWAY	  	BAY SHORE	  	NY
	 448
	  	1164 MONTAUK HWY	  	E. PATCHOGUE	  	NY
	 454
	  	315 MERRICK ROAD	  	AMITYVILLE	  	NY
	 460
	  	295 CENTRAL AVE	  	BETHPAGE	  	NY
	 462
	  	1714 NEW YORK AVE	  	HUNTINGTON STATION	  	NY
	 464
	  	869 ATLANTIC AVE	  	BALDWIN	  	NY
	 468
	  	1641 HEMPSTEAD TURNPIKE	  	ELMONT	  	NY
	 507
	  	520 BROAD AVE	  	RIDGEFIELD	  	NJ
	 535
	  	310 BAY SHORE ROAD	  	NORTH BABYLON	  	NY
	 537
	  	1000 MOTOR PKWY & JOSHUA	  	CENTRAL ISLIP	  	NY
	 544
	  	190 AQUEDUCT ROAD	  	WHITE PLAINS	  	NY
	 546
	  	56-02 BROADWAY	  	WOODSIDE	  	NY
	 549
	  	1220 EAST 233RD STREET	  	BRONX	  	NY
	 552
	  	655 PORT WASHINGTON BLVD	  	PORT WASHINGTON	  	NY
	 561
	  	387 PORT RICHMOND AVE.	  	STATEN ISLAND	  	NY
	 564
	  	1103-1107 DE KAI B AVE	  	BROOKLYN	  	NY
	 568
	  	36-02 21ST ST. & 36TH AVE.	  	LONG ISLAND CIIY	  	NY
	 569
	  	1508 FIFTH AVENUE	  	BAY SHORE	  	NY
	 571
	  	660 N.BROADWAY, RTE. 22	  	N. WHITE PLAINS	  	NY
	 572
	  	476 COMMERCE & RTE 141	  	HAWTHORNE	  	NY
	 573
	  	1 PLEASANTVILLE ROAD	  	PLEASANTVILLE	  	NY
	 574
	  	3230 ROUTE 22	  	PATIERSON	  	NY
	 576
	  	331 TUCKAHOE ROAD	  	YONKERS	  	NY
	 577
	  	719 BRONX RIVER RD	  	YONKERS	  	NY
	 578
	  	1 BOSTON POST RD	  	RYE	  	NY
	 579
	  	185 NORTH HIGHLAND AVE	  	OSSINING	  	NY
	 581
	  	1267 FAIRFIELD AVE	  	G BRIDGEPORT	  	CT
	 582
	  	44 SOUTH STREET	  	G BRISTOL	  	CT
	 585
	  	611 MAIN STREET	  	G EAST HARTFORD	  	CT
	 587
	  	RTS 32 & 87 BOX 17-A	  	G FRANKLIN	  	CT
	 589
	  	176 TOLLAND TPKE&8 ACRES	  	G MANCHESTER	  	CT
	 590
	  	934-938 E. MAIN STREET	  	G MERIDEN	  	CT
	 591
	  	JCT RTES 82 & 163	  	G MONTVILLE	  	CT
	 596
	  	195 STATE STREET	  	G NORTH HAVEN	  	CT
	 597
	  	479 MAIN AVENUE	  	G NORWALK	  	CT
	 598
	  	170 TAFTVILLE - OCCUM RD	  	G NORWICH	  	CT
	 600
	  	309 PUTNAM RD.	  	G WAUREGAN	  	CT
	 601
	  	398 MAIN STREET	  	G SOUTHINGTON	  	CT
	 602
	  	561 SULLIVAN AVE	  	G SOUTH WINDSOR	  	CT
	 603
	  	W. MAIN & MUNSON RDS.	  	G STAFFORD SPRINGS	  	CT
	 604
	  	120 MAIN STREET	  	G TERRYVILLE	  	CT
	 606
	  	216 MERROW ROAD	  	G TOLLAND	  	CT
	 607
	  	531 N.MAIN ST.	  	G UNION CITY	  	CT
	 609
	  	993 HAMILTON AVE.	  	G WATERBURY	  	CT
	 611
	  	40 NORWICH ROAD (ROUTE 32)	  	G WATERFORD	  	CT
	 612
	  	540 DERBY AVENUE	  	G WEST HAVEN	  	CT
	 624
	  	30 W. STATE STREET	  	G GRANBY	  	MA
	 625
	  	123 MAIN ST.	  	G GREAT BARRINGTON	  	MA
	 626
	  	13 RUSSELL ST.	  	G HADLEY	  	MA
	 627
	  	ROUTE 7	  	G LANESBOROUGH	  	MA
	 628
	  	RTE 32 PALMER & MONSON RD	  	G MONSON	  	MA
	 629
	  	148 EAGLE ST.	  	G NORTH ADAMS	  	MA
	 630
	  	326 STATE ROAD	  	G NORTH ADAMS	  	MA
	 632
	  	186 WAHCONAH ST.	  	G PITTSFIELD	  	MA
	 633
	  	1030 SOUTH STREET	  	G PITTSFIELD	  	MA
	 635
	  	19 BRIDGE ST.	  	G SOUIH HADLFY	  	MA
	 637
	  	2221 MAIN ST. & CAREW	  	G SPRINGFIELD	  	MA
	 638
	  	1100 PAGE BLVD.	  	G SPRINGFIELD	  	MA
	 640
	  	1116 ST. JAMES AVE.	  	SPRINGFIELD	  	MA
	 641
	  	671 STATE STREET	  	SPRINGFIELD	  	MA









							
	 643
	  	278 ELM STREET	  	G WESTFIELD	  	MA
	 647
	  	2 PLEASANTVILLE RD.	  	OSSINING	  	NY
	 652
	  	R. D #1 ROUTE 130	  	BEVERLY	  	NJ
	 654
	  	669 SOMERSET STREET	  	SOMERSET	  	NJ
	 655
	  	4431 ROUTE 9	  	FREEHOLD	  	NJ
	 658
	  	4545 US HIGHWAY 9 (NORTH)	  	HOWELL	  	NJ
	 659
	  	RTE 440 & DANFORTH AVE	  	JERSEY CITY	  	NJ
	 660
	  	100 RIVER AVE	  	LAKEWOOD	  	NJ
	 665
	  	1292 RT 22 EAST	  	NORTH PLAINFIELD	  	NJ
	 670
	  	957 ROUTE 9 NORTH	  	SOUTH AMBOY	  	NJ
	 675
	  	P.O.BOX 505 RT 206	  	ANDOVER	  	NJ
	 676
	  	RTE107 & GLEN COVE RD.	  	GLEN HEAD	  	NY
	 677
	  	381 NORTH AVE.	  	NEW ROCHELLE	  	NY
	 678
	  	1616 DUTCH BROADWAY	  	ELMONT	  	NY
	 679
	  	154 SOUTH MAIN STREET	  	G TORRINGTON	  	CT
	 680
	  	208 FOXON ROAD	  	G NORTH BRANFORD	  	CT
	 683
	  	407 WEST MAIN STREET	  	G MERIDEN	  	CT
	 687
	  	47 WOLCOTT RD.	  	G WOLCOTT	  	CT
	 688
	  	301 EAST & WHITING STS	  	G PLAINVILLE	  	CT
	 689
	  	RT 10 & WHITING STREET	  	PLAINVILLE	  	CT
	 703
	  	530 FRANKLIN AVE	  	FRANKLIN SQUARE	  	NY
	 709
	  	2955 CROPSEY AVE	  	BROOKLYN	  	NY
	 751
	  	630 LINCOLN HWY RT 1	  	FAIRLESS HILLS	  	PA
	 6130
	  	85 FORBES AVL	  	T.NEW HAVEN	  	CT
	 6722
	  	1030 BLUE HILLS ROAD	  	GBLOOMFIELD	  	CT
	 6725
	  	850 HOPMEADOW STREET	  	G SIMSBURY	  	CT
	 6742
	  	36 DANBURY ROAD	  	G RIDGEFIELD	  	CT
	 6743
	  	2098 FAIRFIELD AVENUE	  	G BRIDGEPORT	  	CT
	 6744
	  	331 WEST AVENUE	  	G NORWALK	  	CT
	 6746
	  	1789 BARNUM AVENUE	  	G BRIDGEPORT	  	CT
	 6748
	  	16 LONG RIDGE ROAD	  	G STAMFORD	  	CT
	 6749
	  	700 DEWEY STREET	  	BRIDGEPORT	  	CT
	 6751
	  	1235 PARK AVENUE	  	G BRIDGEPORT	  	CT
	 6753
	  	1464 FAIRFIELD AVENUE	  	G BRIDGEPORT	  	CT
	 6754
	  	375 BOSTON AVE	  	BRIDGEPORT	  	CT
	 6756
	  	2750 NORTH AVE.	  	G BRIDGEPORT	  	CT
	 6759
	  	241 KIMBERLY AVENUE	  	G NEW HAVEN	  	CT
	 6762
	  	179 NOROTON & WEST AVES	  	G DARIEN	  	CT
	 6764
	  	271 POST ROAD EAST	  	G WESTPORT	  	CT
	 6765
	  	224 MAGEE AVENUE	  	G STAMFORD	  	CT
	 6766
	  	3050 WHITNEY AVE	  	G HAMDEN	  	CT
	 6768
	  	59 WEST BROAD STREET	  	G STAMFORD	  	CT
	 6771
	  	1046 BOSTON POST ROAD	  	G GUILFORD	  	CT
	 6776
	  	1219 STRATFORD AVENUE	  	STRATFORD	  	CT
	 6777
	  	300 BRIDGEPORT AVENUE	  	G MILFORD	  	CT
	 6778
	  	265 BOSTON AVENUE	  	G STRATFORD	  	CT
	 6779
	  	197 MAIN STREET	  	G CHESHIRE	  	CT
	 6781
	  	231 CHERRY ST	  	G MILFORD	  	CT
	 6782
	  	721 KINGS HWY	  	G FAIRFIELD	  	CT
	 6813
	  	COR. RTS #7 & 25	  	G BROOKFIELD	  	CT
	 6819
	  	206 MAIN AVE.	  	G NORWALK	  	CT
	 6822
	  	886 HARTFORD RD.	  	G MANCHESTER	  	CT
	 6826
	  	1919 BROAD ST.	  	HARTFORD	  	CT
	 6831
	  	158 FITCH ST.	  	G NEW HAVEN	  	CT
	 6834
	  	242 S. SALEM RD.	  	G RIDGEFIELD	  	CT
	 6836
	  	3725 MADISON AVENUE	  	G BRIDGEPORT	  	CT
	 6837
	  	210 DANBURY RD.	  	G WILTON	  	CT
	 6851
	  	241 WHITE STREET	  	G DANBURY	  	CT
	 6852
	  	578 S MAIN ST	  	G MIDDLETOWN	  	CT
	 6853
	  	126 SOUTH ROAD	  	G ENFIELD	  	CT
	 5862
	  	805 MAIN STREET	  	STRATFORD	  	CT
	 6864
	  	1022 BURNSIDE AVENUE	  	G EAST HARTFORD	  	CT
	 6865
	  	749 MAIN STREET	  	G WATERTOWN	  	CT
	 6870
	  	1500 CORBIN AVENUE	  	G NEW BRITAIN	  	CT
	 6871
	  	441 WEST AVON ROAD	  	G AVON	  	CT
	 6872
	  	339 OLD HARTFORD ROAD	  	G COLCHESTER	  	CT
	 8608
	  	710 MARYLAND AVE.	  	WILMINGTON	  	DE
	 8635
	  	BASIN ROAD & FRENCHTOWN TPKE.	  	NEW CASTLE	  	DE
	 8637
	  	1400 SOUTH DUPONT HIGHWAY	  	ST. GEORGES	  	DE
	 8641
	  	735 PHILADELPHIA PIKE	  	WILMINGTON	  	DE
	 8644
	  	4700 KIRKWOOD HIGHWAY	  	WILMINGTON	  	DE
	 8645
	  	3506 PHILADELPHIA PIKE	  	CLAYMONT	  	DE
	 8667
	  	1147 CHRISTIANA ROAD	  	NEWARK	  	DE
	 8671
	  	1701 MARSH RD	  	WILMINGTON	  	DE
	 8676
	  	1712 LOVERING AVE.	  	WILMINGTON	  	DE
	 28002
	  	159 COTTAGE ROAD	  	SOUTH PORTLAND	  	ME
	 28027
	  	515 LISBON ST	  	G LEWISTON	  	ME
	 28032
	  	1217 CONGRESS STREET	  	PORTLAND	  	ME
	 28052
	  	MAIN AND ELM STS	  	GBIDDEFORD	  	ME
	 28202
	  	1194 CENTER STREET	  	AUBURN	  	ME
	 28206
	  	211 LISBON ROAD	  	G LISBON	  	ME
	 28207
	  	LISBON & UNION STREETS	  	G LISBON FALLS	  	ME
	 28208
	  	460-464 WARREN AVENUE	  	G PORTLAND	  	ME









							
	 28210
	  	59 CAMDEN STREET	  	ROCKLAND	  	ME
	 28212
	  	US ROUTE 1 & FLAG POND RD	  	G SACO	  	ME
	 28213
	  	P.O. BOX 455	  	SANFORD	  	ME
	 28215
	  	161 BRIDGTON ROAD	  	G WESTBROOK	  	ME
	 28216
	  	646 BATH ROAD	  	WISCASSET	  	ME
	 28220
	  	204 MINOT AVE	  	AUBURN	  	ME
	 28222
	  	207 BROADWAY	  	G SOUTH PORTLAND	  	ME
	 28223
	  	510 SABATTUS STREET	  	G LEWISTON	  	ME
	 28226
	  	RT 302	  	NORTH WINDHAM	  	ME
	 28227
	  	393 WESTERN AVENUE SUITE 1-3	  	G AUGUSTA	  	ME
	 29721
	  	8201 LIBERTY RD.	  	BALTIMORE	  	MD
	 29762
	  	7520 BELAIR ROAD (GETTY)	  	FULLERTON HTS	  	MD
	 29763
	  	9901 LIBERTY RD	  	RANDALLSTOWN	  	MD
	 29811
	  	US RT. 15 & BUS. RT. 15 GETTY	  	EMMITSBURG	  	MD
	 30161
	  	65 MAIN STREET	  	G MILFORD	  	MA
	 30312
	  	10 MAIN STREET	  	AGAWAM	  	MA
	 30316
	  	41 FRANKLIN ST.	  	G WESTFIELD	  	MA
	 30317
	  	1744 CENTRE ST.	  	G WEST ROXBURY	  	MA
	 30324
	  	1 POWDER MILL RD	  	G MAYNARD	  	MA
	 30326
	  	221 MAIN ST.	  	G GARDNER	  	MA
	 30327
	  	663 WASHINGTON ST	  	G STOUGHTON	  	MA
	 30331
	  	295 MASS. AVE.	  	G ARLINGTON	  	MA
	 30332
	  	484 BROADWAY	  	G METHUEN	  	MA
	 30339
	  	350 PLEASANT ST	  	G BELMONT	  	MA
	 30344
	  	245 N. MAIN ST.	  	G RANDOLPH	  	MA
	 30351
	  	258 UNION ST.	  	G ROCKLAND	  	MA
	 30352
	  	110 GALEN ST.	  	G WATERTOWN	  	MA
	 30355
	  	306 MAIN ST	  	READING	  	MA
	 30363
	  	469 WASHINGTON ST	  	G WEYMOUTH	  	MA
	 30374
	  	22 BRIDGE STREET	  	G DEDHAM	  	MA
	 30375
	  	4 WHITING STREET	  	G HINGHAM	  	MA
	 30392
	  	61 HOMER AVENUE	  	G ASHLAND	  	MA
	 30393
	  	325 WASHINGTON ST	  	G WOBURN	  	MA
	 30404
	  	563 TRAPELO RD.	  	G BELMONT	  	MA
	 30409
	  	792 TRUMAN HYWY	  	G HYDE PARK	  	MA
	 30411
	  	2081 REVERE BEACH PARKWAY	  	G EVURETT	  	MA
	 30412
	  	155 ELM STREET	  	PITTSFIELD	  	MA
	 30429
	  	63 S. WASHINGTON ST.	  	G NORTH ATTLEBORO	  	MA
	 30436
	  	527 GRAFTON STREET	  	G WORCESTER	  	MA
	 30438
	  	835 ROCKDALE AVE. (NORTH	  	G NEW BEDFORD	  	MA
	 30445
	  	150 PLYMOUTH AVE	  	G FALL RIVER	  	MA
	 30457
	  	609 PARK AVE.	  	G WORCESTER	  	MA
	 30458
	  	EAST MAIN ST	  	G WEBSTER	  	MA
	 30466
	  	185 MECHANIC ST	  	G CLINTON	  	MA
	 30468
	  	10 MAIN ST.	  	G FOXBOROUGH	  	MA
	 30472
	  	564 MAIN ST.	  	G CLINTON	  	MA
	 30488
	  	112 BARNSTABLE RD	  	G HYANNIS	  	MA
	 30506
	  	630 DWIGHT STREET	  	HOLYOKE	  	MA
	 30515
	  	331 BENNINGTON ST	  	G BOSTON	  	MA
	 30521
	  	964 BOYLSTON ST	  	G NEWTON	  	MA
	 30524
	  	40 DAVIS STRAITS	  	G FALMOUTH	  	MA
	 30545
	  	30 LOWELL STREET	  	G METHUEN	  	MA
	 30546
	  	399 WEBSTER STREET	  	G ROCKLAND	  	MA
	 30551
	  	371 HUTTLESTON AVENUE	  	G FAIRHAVEN	  	MA
	 30552
	  	1052 S. MAIN STREET	  	G BELLINGHAM	  	MA
	 30553
	  	531 MT PLEASANT ST	  	G NEW BEDFORD	  	MA
	 30558
	  	421 TAUNTON AVENUE	  	G SEEKONK	  	MA
	 30559
	  	571 MAIN ST.	  	G WALPOLE	  	MA
	 30561
	  	785 TURNPIKE STREET	  	G NORTH ANDOVER	  	MA
	 30562
	  	1 OAK HILL ROAD	  	G WESTFORD	  	MA
	 30600
	  	309 CHELMSFORD STREET	  	G LOWELL	  	MA
	 30602
	  	481 WASHINGTON STREET	  	G AUBURN	  	MA
	 30603
	  	245 HAVERHILL STREET	  	G METHUEN	  	MA
	 30604
	  	9 HAVERHILL ROAD	  	G AMESBURY	  	MA
	 30605
	  	71 EAST MAIN STREET	  	G GEORGETOWN	  	MA
	 30606
	  	113 CENTRAL STREET	  	IPSWICH	  	MA
	 30607
	  	3 BRIDGE ROAD	  	SALISBURY	  	MA
	 30609
	  	491 CABOT STREET	  	G BEVERLY	  	MA
	 30610
	  	581 BOSTON POST RD	  	G BILLERICA	  	MA
	 30611
	  	236 S. ELM STREET	  	HAVERHILL	  	MA
	 30612
	  	679 MAIN ST.	  	G CHATHAM	  	MA
	 30615
	  	709 MAIN ST (RT 39)	  	G HARWICH	  	MA
	 30616
	  	20 S. MAIN STREET	  	IPSWICH	  	MA
	 30617
	  	528 N. MAIN STREET	  	G LEOMINSTER	  	MA
	 30618
	  	801 LAKEVIEW AVE	  	G LOWELL	  	MA
	 30619
	  	163-164 PELHAM STREET	  	G METHUEN	  	MA
	 30623
	  	96 CRANBERRY HWY PO BX991	  	G ORLEANS	  	MA
	 30624
	  	1-1/2 SYLVAN STREET	  	G PEABODY	  	MA
	 30625
	  	60-70 FRANKLIN STREET	  	G QUINCY	  	MA
	 30626
	  	79 AMERICAN LEGION HIGHWAY	  	REVERE	  	MA
	 30627
	  	94 JACKSON STREET	  	G SALEM	  	MA
	 30629
	  	869 MAIN ST (RT 38)	  	G TEWKSBURY	  	MA
	 30630
	  	307 MAIN STREET	  	G TWIN MILL
(WAREHAM)	  	MA









							
	 30631
	  	714 W FALMOUTH HWY	  	G FALMOUTH	  	MA
	 30633
	  	262 GROTON ROAD	  	G WESTFORD	  	MA
	 30634
	  	317 MONTVALE AVE.	  	G WOBURN	  	MA
	 30635
	  	476 MAIN STREET	  	G YARMOUTHPORT	  	MA
	 30636
	  	724 BEDFORD ST	  	G BRIDGEWATER	  	MA
	 30647
	  	151 MAIN STREET	  	G MEDFORD	  	MA
	 30648
	  	321 ADAMS STREET	  	G DORCHESTER	  	MA
	 30651
	  	487 PARK AVE	  	WORCESTER	  	MA
	 30652
	  	860 SOUTHBRIDGE ST.	  	G AUBURN	  	MA
	 30663
	  	2 SUMMER ST & JAMES ST	  	G BARRE	  	MA
	 30654
	  	390 BELMONT STREET	  	G WORCESTER	  	MA
	 30655
	  	548 MAIN STREET	  	BROCKTON	  	MA
	 30657
	  	1177 NO. MAIN STREET	  	G CLINTON	  	MA
	 30658
	  	974 SOUTHBRIDGE STREET	  	G WORCESTER	  	MA
	 30660
	  	10 WEST MAIN STREET	  	G DUDLEY	  	MA
	 30661
	  	880 WATER STREET	  	G FITCHBURG	  	MA
	 30662
	  	71 EAST CENTRAL STREET	  	G FRANKLIN	  	MA
	 30663
	  	77 HIGHLAND STREET	  	GWORCESTER	  	MA
	 30664
	  	199 FALMOUTH ROAD	  	G HYANNIS	  	MA
	 30665
	  	288 CENTRAL STREET	  	G LEOMINSTER	  	MA
	 30666
	  	248 LINCOLN STREET	  	G WORCESTER	  	MA
	 30669
	  	48 WEST MAIN STREET	  	G NORTHBOROUGH	  	MA
	 30672
	  	21 WEST BOYLSTON STREET	  	G WEST BOYLSTON	  	MA
	 30673
	  	1429 GRAFTON STREET	  	G WORCESTER	  	MA
	 30674
	  	176 WORCESTER RD.	  	G SOUTHBRIDGE	  	MA
	 30675
	  	959 SOUTHBRIDGE STREET	  	G WORCESTER	  	MA
	 30676
	  	1308 STATE HWY (RTE. 28)	  	G SOUTH YARMOUTH	  	MA
	 30677
	  	205 WORCESTER ROAD	  	G STERLING	  	MA
	 30678
	  	318 BOSTON ROAD	  	G SUTTON	  	MA
	 30679
	  	1107 PLEASANT STREET	  	G WORCESTER	  	MA
	 30680
	  	516 UNION AVENUE	  	G FRAMINGHAM	  	MA
	 30681
	  	RT.140,MAIN ST. & HARTFORD PK	  	G UPTON	  	MA
	 30683
	  	11 MILK STREET	  	G WESTBOROUGH	  	MA
	 30684
	  	570 MAIN STREET	  	G HARWICHPORT	  	MA
	 30685
	  	30 CHANDLER STREET	  	G WORCESTER	  	MA
	 30686
	  	193 SOUTHWEST CUTOFF	  	G WORCESTER	  	MA
	 30687
	  	942 SOUTH STREET	  	G FITCHBURG	  	MA
	 30688
	  	702 WEST BOYLSTON STREET	  	G WORCESTER	  	MA
	 30689
	  	200 MAIN STREET	  	G LEICESTER	  	MA
	 30691
	  	90 WORCESTER STREET	  	G NORTH GRAFTON	  	MA
	 30692
	  	333 EAST MAIN STREET	  	G SOUTHBRIDGE	  	MA
	 30693
	  	109 SOUTH MAIN STREET	  	G OXFORD	  	MA
	 30694
	  	54 STAFFORD STREET	  	G WORCESTER	  	MA
	 30695
	  	223 MAIN STREET	  	G ATHOL	  	MA
	 30696
	  	267 MECHANIC STREET	  	G FITCHBURG	  	MA
	 30697
	  	1264 GRAFTON STREET	  	G WORCESTER	  	MA
	 30698
	  	8 WEST MAIN STREET	  	ORANGE	  	MA
	 30700
	  	1660 WORCESTER ROAD	  	G FRAMINGHAM	  	MA
	 30702
	  	CAPE ROAD (RT. 140) & WATER ST	  	G MILFORD	  	MA
	 30704
	  	2 HARTFORD AVENUE	  	G UXBRIDGE	  	MA
	 30710
	  	350 GREENWOOD STREET	  	G WORCESTER	  	MA
	 30711
	  	321 SOUTHBRIDGE STREET	  	G AUBURN	  	MA
	 30712
	  	156 CRESCENT STREET	  	G WALTHAM	  	MA
	 30713
	  	274 HIGH STREET	  	G LOWELL	  	MA
	 30714
	  	365 LAFAYETTE ROAD	  	SALISBURY	  	MA
	 30716
	  	308 THACHER STREET	  	G ATTLEBORO	  	MA
	 55203
	  	16 MILFORD ST	  	MANCHESTER	  	NH
	 55211
	  	DANFORTH CIRCLE	  	G DERRY	  	NH
	 55234
	  	70 PLAISTOW ROAD	  	G PLAISTOW	  	NH
	 55236
	  	18 HIGH STREET	  	G SOMERSWORTH	  	NH
	 55237
	  	164 MAIN STREET AND GRANITE	  	G SALEM	  	NH
	 55238
	  	2 MOHAWK DRIVE	  	G LONDONDERRY	  	NH
	 55239
	  	129 SOUTH MAIN STREET	  	G ROCHESTER	  	NH
	 55241
	  	747 LAFAYETTE ROAD	  	HAMPTON	  	NH
	 55244
	  	605 DANIEL WEBSTER HWY	  	G MERRIMACK	  	NH
	 55245
	  	485 AMHERST ST	  	G NASHUA	  	NH
	 55246
	  	135 BRIDGE STREET	  	G PELHAM	  	NH
	 55247
	  	219 PEMBROKE STREET	  	G PEMBROKE	  	NH
	 55249
	  	ROUTE 11 & TEN ROD RD	  	G ROCHESTER	  	NH
	 55250
	  	74 HANCOCK STREET	  	G ROCHESTER	  	NH
	 55252
	  	663 LAYAFETTE ROAD	  	SEABROOK	  	NH
	 55253
	  	463 HIGH STREET	  	G SOMERSWORTH	  	NH
	 55254
	  	108 PORTSMOUTH AVE.	  	G EXETER	  	NH
	 55256
	  	RT 101	  	G CANDIA	  	NH
	 55257
	  	RT 125	  	G EPPING	  	NH
	 55258
	  	1890 DOVER ROAD	  	G EPSOM	  	NH
	 55259
	  	14 COURT STREET	  	EXETER	  	NH
	 55261
	  	4 AMHERST STREET	  	G MILFORD	  	NH
	 55264
	  	361 ISLINGTON ROAD	  	PORTSMOUTH	  	NH
	 55265
	  	1815 WOODBURY AVE	  	G PORTSMOUTH	  	NH
	 55267
	  	233 S. BROADWAY	  	G SALEM	  	NH
	 55268
	  	587 LAFAYETTE ROAD	  	G SEABROOK	  	NH
	 55269
	  	9 VILLAGE STREET	  	G PENACOOK	  	NH









							
	 55274
	  	32 BRIDGE STREET	  	G PELHAM	  	NH
	 56003
	  	81 ROUTE #94	  	MCAFEE	  	NJ
	 56005
	  	6 RT 23 NORTH/7 VERNON AVE	  	HAMBURG	  	NJ
	 56009
	  	2048 ROUTE 23 NORTH	  	WEST MILFORD	  	NJ
	 56025
	  	124 W. MT.PLEASANT AVE.	  	LIVINGSTON	  	NJ
	 56027
	  	1296 RT 33 & HAMILTON SO	  	TRENTON	  	NJ
	 56028
	  	420 JOHN F. KENNEDY WAY	  	WILLING,BORO	  	NJ
	 56031
	  	1028 AVL. C & 49TH ST.	  	BAYONNE	  	NJ
	 56034
	  	114 SOUTH AVE W	  	CRANFORD	  	NJ
	 56048
	  	182 PENNINGTON AVE.	  	TRENTON	  	NJ
	 56051
	  	1940 RT 34 & ALLENWOOD RD	  	WALL TOWNSIHIP	  	NJ
	 56056
	  	2352 MORRIS AVENUE (RAHWAY	  	UNION	  	NJ
	 56057
	  	RT. 35 & SUNSET AVE.	  	OCEAN TOWNSHIP	  	NJ
	 56062
	  	RTS #571 & #535	  	CRANBURY	  	NJ
	 56063
	  	1090 NORTH BROAD STREET	  	HILLSIDE	  	NJ
	 56064
	  	MAIN & SUMMERHILL ROAD	  	SPOTSWOOD	  	NJ
	 56073
	  	208 BRANCHPORT AVENUE	  	LONG BRANCH	  	NJ
	 56075
	  	1101 E, JERSEY ST. (MADIS	  	ELIZABETH	  	NJ
	 56078
	  	310-312 BELLEVILLE AVE	  	BELLEVILLE	  	NJ
	 56079
	  	1061 BROADWAY (53RD ST.)	  	BAYONNE	  	NJ
	 56081
	  	5 STELTON ROAD	  	PISCATAWAY	  	NJ
	 56084
	  	8 STONEHOUSE ROAD	  	BASKING RIDGE	  	NJ
	 56086
	  	1545 HURFFVILLE ROAD	  	DEPTFORD	  	NJ
	 56087
	  	2061 FELLOWSHIP & SPRINGDALE R	  	CHERRY HILL	  	NJ
	 56088
	  	401 EGG HARBOR ROAD	  	SEWELL	  	NJ
	 56092
	  	RT #31 & BARTLES CORNER ROAD	  	FLEMINGTON	  	NJ
	 56096
	  	75 SPRINGSIDE & WOODLANE RDS.	  	WESTAMPTON TWP	  	NJ
	 56097
	  	377 SO. BLACK HORSE TPKE	  	WILLIAMSTOWN	  	NJ
	 56098
	  	914 BLACK HORSE PIKE	  	BLACKWOOD	  	NJ
	 56101
	  	1870 KUSER RD.	  	TRENTON	  	NJ
	 56106
	  	380 SOUTH CLINTON STREET	  	EAST ORANGE	  	NJ
	 56109
	  	16TH & F STS.	  	BELMAR	  	NJ
	 56111
	  	201 W. CAMDEN & COTTAGE ROAD	  	MOORESTOWN	  	NJ
	 56113
	  	ROUTE #71 & WALL ROAD	  	SPRING LAKE	  	NJ
	 56114
	  	1414 BLACK HORSE PIKE	  	HILLTOP	  	NJ
	 56110
	  	93 VALLEY ROAD & FENNER	  	CLIFTON	  	NJ
	 56118
	  	1213 ROUTE 27	  	FRANKLIN TWP.	  	NJ
	 56119
	  	29 ROUTE 12 & BROAD STREET	  	FLEMINGTON	  	NJ
	 56124
	  	1212 BLACKWOOD CLEMENTON ROAD	  	CLEMENTON	  	NJ
	 56132
	  	4 TH & MAIN STS	  	ASBURY PARK	  	NJ
	 56138
	  	184 SOUIH AVE. (3RD AVE.)	  	FANWOOD	  	NJ
	 56139
	  	119 GODWIN AVENUE	  	MIDLAND PARK	  	NJ
	 56142
	  	263 E. 29TH ST & RT. 20	  	PATERSON	  	NJ
	 56156
	  	1 WEST 9TH STREET	  	OCEAN CITY	  	NJ
	 56157
	  	804 ROUTE 530	  	WHITING	  	NJ
	 56167
	  	414 ROUTE 206	  	HILLSBOROUGH	  	NJ
	 56169
	  	128 CHESTNUT RIDGE RD & LAKE	  	MONTVALE	  	NJ
	 56206
	  	ROUTE #1 AND WASHINGTON R	  	PRINCETON	  	NJ
	 56215
	  	1705 ROUTE 33 (CORLIES AVE)	  	NEPTUNE	  	NJ
	 56230
	  	86 DOREMUS AVE	  	T-NEWARK	  	NJ
	 56250
	  	207 MONMOUTH RD	  	OAKHURST	  	NJ
	 56252
	  	473 MAIN STREET	  	BELLEVILLE	  	NJ
	 56253
	  	800 TURNERVILLE ROAD	  	PINE HILL	  	NJ
	 56258
	  	118 MAIN ST	  	TUCKERTON	  	NJ
	 56260
	  	1413 NORIH BROAD STREET	  	WEST DEPTFORD	  	NJ
	 56262
	  	305 JACKSON RD	  	ATCO	  	NJ
	 56263
	  	176 WEST END AVENUE	  	SOMERVILLE	  	NJ
	 56264
	  	1098 ROUTE 130 & RIVERTON ROAD	  	CINNAMINSON	  	NJ
	 56276
	  	1490 BERGEN BOULEVARD	  	FORT LEE	  	NJ
	 56291
	  	125 RAILROAD AVENUE	  	RIDGEFIELD PARK	  	NJ
	 56294
	  	592 ROUTE 70	  	BRICK	  	NJ
	 56297
	  	650 ROUTE 15 SOUTH	  	LAKE HOPATCONG	  	NJ
	 56803
	  	125 N.WASHINGTON AVE.(HIC	  	BERGENFIELD	  	NJ
	 56811
	  	490 CENTRAL AVE. (SCOTLAN	  	ORANGE	  	NJ
	 56818
	  	721 EAST PASSAIC AVE	  	BLOOMFIELD	  	NJ
	 56836
	  	390 TUCKER AVE & WALTON AVE_.	  	UNION	  	NJ
	 56838
	  	1500 EAST FRONT ST.(TERR	  	SCOTCH PLAINS	  	NJ
	 56844
	  	110 CENTRE ST.	  	NUTLEY	  	NJ
	 56846
	  	551 W. FRONT ST.	  	PLAINFIELD	  	NJ
	 56847
	  	1112 ROUTE #22 SUMMIT RD	  	MOUNTAINSIDE	  	NJ
	 56852
	  	134 NJ RT. #4 (EAST BOUND	  	ENGLEWOOD	  	NJ
	 56867
	  	MAIN ST & STATION RD	  	MADISON	  	NJ
	 56873
	  	989 SOMERSET ST.	  	WATCHUNG	  	NJ
	 56877
	  	SHUNPIKE & GREEN VILLAGE	  	GREEN VILLAGE	  	NJ
	 56886
	  	1060 STUYVESANT AVE	  	IRVINGTON	  	NJ
	 56889
	  	921 MONTGOMERY ST.	  	JERSEY CITY	  	NJ
	 56891
	  	171 BLOOMFIELD AVE.(BERK	  	BLOOMFIELD	  	NJ
	 56892
	  	88 E, MCFARLAN ST	  	DOVER	  	NJ
	 56893
	  	BORDENTOWN AVE. & ERNSTON	  	PARLIN	  	NJ
	 56894
	  	3200 J.F.K. BOULEVARD	  	UNION CITY	  	NJ
	 56896
	  	1131ST. GEORGE AVE.	  	COLONIA	  	NJ
	 56897
	  	2510 TONNELLE AVE.(N. BERG	  	NORTH BERGEN	  	NJ
	 56898
	  	1118 HAMBURG TURNPIKE	  	WAYNE	  	NJ









							
	 56899
	  	N.J. ROUTE #17-(SOUTH)	  	HASBROUCK HEIGHTS	  	NJ
	 56904
	  	571 INMAN AVENUE (JORDAN)	  	COLONIA	  	NJ
	 56906
	  	1189 ENGLISHTOWN ROAD	  	OLD BRIDGE	  	NJ
	 56909
	  	RIVER RD. & MADISON AVE.	  	NEW MILFORD	  	NJ
	 56915
	  	51 NORTH WALNUT STREET	  	RIDGEWOOD	  	NJ
	 56916
	  	LAJ AYETTE & WAGARAW	  	HAWTHORNE	  	NJ
	 56919
	  	1220 RT. 23	  	WAYNE	  	NJ
	 56921
	  	615 WASHINGTON AVE.	  	WASHINGTON TOWNSHIP	  	NJ
	 56922
	  	357 N.J. RTE #17	  	PARAMUS	  	NJ
	 56924
	  	MIDLAND AVE. & OUTWATER LANE	  	GARFIELD	  	NJ
	 56925
	  	676 GARFIED AVE.	  	JERSEY CITY	  	NJ
	 56926
	  	2284 ROUTE #4	  	FORT LEE	  	NJ
	 56933
	  	91 LEONARDVILLE ROAD	  	BELFORD	  	NJ
	 56935
	  	157 BROAD STREET	  	EATONTOWN	  	NJ
	 56939
	  	OCEAN AND RIVERDALE	  	MONMOUTH BEACH	  	NJ
	 56959
	  	NICHOLSON RD.& WHITE HORSE PIK	  	AUDUBON	  	NJ
	 56962
	  	1067 SOUTH BROAD STREET	  	TRENTON	  	NJ
	 56986
	  	101 WHITE HORSE PK & EVESHAM	  	MAGNOLIA	  	NJ
	 56987
	  	4213 S. ROUTE 130	  	BEVERLY	  	NJ
	 56997
	  	1781 W. 7TH STREET	  	PISCATAWAY	  	NJ
	 56999
	  	585 NORTHFIELD AVE	  	WEST ORANGE	  	NJ
	 58006
	  	232 NORTH LONG BEACH ROAD	  	ROCKVILLE CENTRE	  	NY
	 58007
	  	70-21 73RD PLACE (CENTRAL	  	GLENDALE	  	NY
	 58012
	  	206-06 JAMAICA AVE.	  	BELLAIRE	  	NY
	 58015
	  	8202 7TH AVENUE	  	BROOKLYN	  	NY
	 58018
	  	202-O4 47TH AVENUE	  	BAYSIDE	  	NY
	 58019
	  	286 ASHBURTON AVE	  	YONKERS	  	NY
	 58021
	  	420 BROADWAY & WALGROVE	  	DOBBS FERRY	  	NY
	 58022
	  	86 NORTH BABYLON TPKE	  	NORTH MERRICK	  	NY
	 58027
	  	120 CUTTER MILL RD	  	GREAT NECK	  	NY
	 58031
	  	665 GLEN COVE AVENUE	  	GLEN HEAD	  	NY
	 58032
	  	347 NASSAU BLVD.	  	GARDEN CITY	  	NY
	 58033
	  	1185 WEST BROADWAY	  	HEWLETT	  	NY
	 56046
	  	90 GUINEA WOODS ROAD	  	EAST HII.LS	  	NY
	 58049
	  	311 MC LEAN AVENUE	  	YONKERS	  	NY
	 58061
	  	606 WANTAGH AVENUE	  	LEVITTOWN	  	NY
	 58064
	  	1880 FRONT STREET	  	EAST MEADOW	  	NY
	 58065
	  	3730 HEMPSTEAD TPKE.	  	LEVITTOWN	  	NY
	 58071
	  	114-05 FARMERS BLVD.	  	ST. ALBANS	  	NY
	 58072
	  	ROUTES 9 AND 9G	  	RHINEBECK	  	NY
	 58077
	  	2471 CROPSEY AVE.	  	BROOKLYN	  	NY
	 58079
	  	3902 AVENUE U	  	BROOKLYN	  	NY
	 58082
	  	2 SPLIT ROCK ROAD	  	SYOSSET	  	NY
	 58083
	  	3980 SUNRISE HWY & WASHINGTON	  	SEAFORD	  	NY
	 58085
	  	204-12 NORTHERN BLVD	  	BAYSIDE	  	NY
	 58087
	  	2307 UNION BLVD	  	BAY SHORE	  	NY
	 58092
	  	657 SAWMILL RIVER RD	  	ARDSLEY	  	NY
	 58094
	  	200 ELMONT ROAD (JOAN COURT)	  	ELMONT	  	NY
	 58101
	  	774 TUCKAHOE RD.	  	YONKERS	  	NY
	 58108
	  	11 EAST POST RD	  	WHITE PLAINS	  	NY
	 58111
	  	751 WHITE PLAINS RD	  	SCARSDALE	  	NY
	 58112
	  	600 WHITE PLAINS RD	  	EASTCHESTER	  	NY
	 58114
	  	340 MAIN STREET	  	NEW ROCHELLE	  	NY
	 58119
	  	5801 FLATLANDS AVE	  	BROOKLYN	  	NY
	 58121
	  	67 QUAKER RIDGE RD.	  	NEW ROCHELLE	  	NY
	 58131
	  	15 VETERANS MEMORIAL HWY.	  	COMMACK	  	NY
	 58141
	  	378 MAIN ST. & BRICK KILN RD.	  	SAG HARBOR	  	NY
	 58142
	  	2 MONTAUK HIGHWAY	  	EAST HAMPTON	  	NY
	 58144
	  	1525 MONTAUK HIGHWAY	  	MASTIC	  	NY
	 58146
	  	11 FLANDERS RD.	  	RIVERHEAD	  	NY
	 58154
	  	1982 BRONXDALE AVE.	  	BRONX	  	NY
	 58161
	  	1245 NEPPERHAN AV.	  	YONKERS	  	NY
	 58173
	  	437 SARATOGA RD	  	GLENVILLE	  	NY
	 58184
	  	757 CENTRAL PARK AV	  	YONKERS	  	NY
	 58201
	  	400 HERRICKS ROAD	  	MINEOLA	  	NY
	 58218
	  	1229 WESTERN AVE	  	ALBANY	  	NY
	 58220
	  	30-23 GREENPOINT AVENUE	  	T. LONG ISLAND CITY	  	NY
	 58254
	  	409 CENTRAL AVE	  	ALBANY	  	NY
	 58260
	  	49 RIVERSIDE AVE	  	T. RENSSELAER	  	NY
	 58261
	  	RIVERSIDE AVE.	  	RENSSELAER	  	NY
	 58295
	  	1164 RTE. 112	  	PORT JEFFERSON	  	NY
	 58297
	  	2551-2553 ROUTE 44	  	PLEASANT VALLEY	  	NY
	 56315
	  	3060 BROADWAY	  	ROTTERDAM	  	NY
	 58329
	  	171 N HIGHLAND AV	  	OSSINING	  	NY
	 58347
	  	106 SOUTH MAIN STREET	  	ELLENVILLF	  	NY
	 58367
	  	123 S,HUDSON STREET	  	CHATHAM	  	NY
	 58393
	  	542 U.S. ROUTE 9	  	HYDE PARK	  	NY
	 58401
	  	RTS #6 & #132	  	SHRUB OAK	  	NY
	 58409
	  	119 WEST 145TH ST	  	NEW YORK	  	NY
	 58415
	  	2001 GRAVESEND NECK ROAD	  	BROOKLYN	  	NY
	 58421
	  	449 JERICHO TURNPIKE	  	MINEOLA	  	NY
	 58441
	  	1881 FOREST AVL.	  	STATEN ISLAND	  	NY
	 58442
	  	1201 VICTORY BLVD.	  	STATEN ISLAND	  	NY









									
	 	58443	  	  	717 RICHMOND RD	  	STATEN ISLAND	  	NY
	 	58505	  	  	1314 SEDGWICK AV.	  	BRONX	  	NY
	 	58513	  	  	1133 JEROME AVE	  	BRONX	  	NY
	 	58532	  	  	681 E.LINCOLN AVE. (HUTCH	  	MT. VERNON	  	NY
	 	58535	  	  	4780 BOSTON POST RO	  	PELHAM MANOR	  	NY
	 	58543	  	  	503 ATLANTIC & W. END AV	  	FREEPORT	  	NY
	 	58545	  	  	671 NEWBRIDGE RD.	  	EAST MEADOW	  	NY
	 	58553	  	  	5931 AMBOY ROAD (BETHUNE)	  	STATEN ISLAND	  	NY
	 	58558	  	  	5 FINGERBOARD ST. (BAY ST	  	STATEN ISLAND	  	NY
	 	58574	  	  	241 TERRY ROAD	  	SMITHTOWN	  	NY
	 	58576	  	  	520 HICKSVILLE RD.	  	MASSAPEQUA	  	NY
	 	58582	  	  	390 SECOND AVENUE	  	TROY	  	NY
	 	58583	  	  	1331 NORTH GRAND AVENUE	  	BALDWIN	  	NY
	 	58592	  	  	242 DYCKMAN STREET	  	NEW YORK	  	NY
	 	58596	  	  	700 ROUTE #211 EAST	  	MIDDLETOWN	  	NY
	 	58598	  	  	3249 LAWSON BLVD.	  	OCEANSIDE	  	NY
	 	58599	  	  	1386 WANTAGH AVENUE	  	WANTAGH	  	NY
	 	58602	  	  	532 PLANDOME RD.	  	MANHASSET	  	NY
	 	58603	  	  	1784 BROADWAY	  	HEWLETT	  	NY
	 	58606	  	  	831 FORT SALONGA ROAD (25A)	  	NORTHPORT	  	NY
	 	58703	  	  	1372 UNION ST & BRANDYWINE AVE	  	SCHENECTADY	  	NY
	 	58704	  	  	253 MILTON AVE.	  	BALI STON	  	NY
	 	58705	  	  	RT 50, BROOKLINE ROAD	  	BALLSION SPA	  	NY
	 	58710	  	  	2044 CENTRAL AVE (RT 5)	  	COLONIE	  	NY
	 	58711	  	  	308 DELAWARE AVENUE	  	DELMAR	  	NY
	 	58712	  	  	8 CANAL STREET	  	ELLENVILLE	  	NY
	 	58713	  	  	280 BROADWAY	  	FORT EDWARD	  	NY
	 	58714	  	  	MAIN & HANCOCK STS.	  	FORT PLAIN	  	NY
	 	58715	  	  	330 AVIATION ROAD	  	QUEENSBURY	  	NY
	 	58716	  	  	1018 STATE HIGHWAY 29A	  	GLOVERSVILLE	  	NY
	 	58718	  	  	1493 RT #9 AT GROOMS ROAD	  	HALFMOON	  	NY
	 	58720	  	  	91 W. MAIN STREET	  	HANCOCK	  	NY
	 	58721	  	  	RT 9, ALSERTSON SIREET	  	HYDE PARK	  	NV
	 	58722	  	  	RT 9, 736 LOUDEN RD	  	LATHAM	  	NY
	 	58723	  	  	2429 ROUTE 9	  	MALTA	  	NY
	 	58724	  	  	RT. 40, VALLEY FALLS ROAD	  	MELROSE	  	NY
	 	58725	  	  	RT 44	  	MILLERTON	  	NY
	 	58726	  	  	800 BLOOMING GROVE TURNPIKE	  	NEW WINDSOR	  	NY
	 	58730	  	  	RT. 44, DUTCHESS TPKE	  	PLEASANT VALLEY	  	
	 	58731	  	  	363 HOOKER AVENUE	  	POUGHKEEPSIE	  	NY
	 	58733	  	  	985 STATE ROUTE 149	  	QUEENSBURY	  	NY
	 	58737	  	  	3300 CARMEN RD	  	SCHENECTADY	  	NY
	 	58739	  	  	28 MAIN STREET (RT 9)	  	S. GLENS FALLS	  	NY
	 	58740	  	  	WINTER & PAWLING AVENUES	  	TROY	  	NY
	 	58741	  	  	3775 MAIN STREET	  	WARRENSBURG	  	NY
	 	58743	  	  	23 MAIN STREET	  	HUDSON FALLS	  	NY
	 	58745	  	  	222 S. PEARL STREET	  	ALBANY	  	NY
	 	58751	  	  	91 RTE 17K	  	NEWBURGH	  	NY
	 	58759	  	  	6822 ROUTE 9	  	RHINEBECK	  	NY
	 	58760	  	  	15 NORTH BROADWAY	  	PORT EWEN	  	NY
	 	58761	  	  	LOWER MAIN STREET;PO BOX 351	  	CATSKILL	  	NY
	 	58762	  	  	RT 23 & 385	  	CATSKILL	  	NY
	 	58766	  	  	124 FAIRVIEW AVE	  	HUDSON	  	NY
	 	58770	  	  	115 MANSION STREET	  	COXSACKIE	  	NY
	 	58772	  	  	3381 ROUTE 32 & MOUNT AIRY RD	  	QUARRYVILLE	  	NY
	 	58774	  	  	165 ROUTE 59	  	MONSEY	  	NY
	 	58785	  	  	591 BROADWAY	  	MENANDS	  	NY
	 	58788	  	  	1224 ROUTE 22	  	BREWSTER	  	NY
	 	58793	  	  	ROUTE 9	  	VALATIE	  	NY
	 	58794	  	  	MAIN STREET	  	CAJRO	  	NY
	 	58802	  	  	111 MAIN STREET	  	PINE BUSH	  	NY
	 	58808	  	  	1012 ROUTE 82	  	WEST TAGHKANIC	  	NY
	 	58817	  	  	449 MAIN STREET	  	YAPHANK	  	NY
	 	58818	  	  	311 LARKFIELD ROAD	  	EAST NORTHPORT	  	NY
	 	58828	  	  	292 RAILROAD AVENUE	  	SAYVILLE	  	NY
	 	58829	  	  	3229 SUNRISE HIGHWAY	  	WANTAGH	  	NY
	 	58835	  	  	1069 ISLIP AVENUE	  	CENTRAL ISI.IP	  	NY
	 	58836	  	  	26-27 COLLEGE POINT BOULEVARD	  	FLUSHING	  	NY
	 	58837	  	  	894 ROUTE 109	  	NORTH LINDENHURST	  	NY
	 	58838	  	  	1580 STRAIGHT PATH	  	WYANDANCH	  	NY
	 	58839	  	  	761 MAIN STREET	  	NEW ROCHELLE	  	NY
	 	58843	  	  	262-12 HILLSIDE AVENUE	  	FLORAL PARK	  	NY
	 	58845	  	  	1733 OLD COUNTRY ROAD	  	RIVERHEAD	  	NY
	 	58855	  	  	4220 SHERIDAN DRIVE	  	AMHERST	  	NY
	 	58856	  	  	1780 SENECA STREET	  	BUFFALO	  	NY
	 	58857	  	  	2355 ELMWOOD AVENUE	  	KENMORE	  	NY
	 	58858	  	  	595 ONTARIO STREET	  	BUFFALO	  	NY
	 	58859	  	  	650 TONAWANDA STREET	  	BUFFALO	  	NY
	 	58860	  	  	2211 GRAND ISLAND BOULEVARD	  	GRAND ISI AND	  	NY
	 	58861	  	  	5461 SOUTHWESTERN BOULEVARD	  	HAMBURG	  	NY
	 	58862	  	  	660 ENGLEWOOD AVENUE	  	TONAWANDA	  	NY
	 	58863	  	  	1211 COLVIN BOULEVARD	  	KENMORE	  	NY
	 	58864	  	  	2540 SOUTH PARK AVENUE	  	LACKAWANNA	  	NY









							
	 58865
	  	820 CENTER STREET	  	LEWISTON	  	NY
	 58866
	  	6302 BUFFALO AVENUE	  	NIAGARA FALLS	  	NY
	 58867
	  	960 ELLICOTT CREEK ROAD	  	TONAWANDA	  	NY
	 58868
	  	1310 SHERIDAN DRIVE	  	TONAWANDA	  	NY
	 58869
	  	723 MINERAL SPRINGS ROAD	  	WEST SENECA	  	NY
	 58870
	  	701 ORCHARD PARK ROAD	  	WEST SENECA	  	NY
	 58871
	  	6130 MAIN STREET	  	WILLIAMSVILLE	  	NY
	 67201
	  	3103-03WEST CLEARFIELD STREET	  	PHILADELPHIA	  	PA
	 67215
	  	40TH STREET & POWELTON AV	  	PHILADELPHIA	  	PA
	 67227
	  	3050 LEHIGH STREET	  	ALLENTOWN	  	PA
	 67235
	  	552-554 MARKLEY STREET	  	NORRISTOWN	  	PA
	 67243
	  	596 LANCASTER AVE. & PENN ST.	  	BRYN MAWR	  	PA
	 67244
	  	725 FAYETTE STREET	  	CONSHOHOCKEN	  	PA
	 67249
	  	6301 CASTOR & ROBBINS AVENUE	  	PHILADELPHIA	  	PA
	 67253
	  	907 HUNTINGDON PIKE	  	HUNTINGDON VALLEY	  	PA
	 67254
	  	1150 BUSTLETON PIKE	  	FEASTERVILLE	  	PA
	 67255
	  	1701 N 33RD ST	  	PHILADELPHIA	  	PA
	 67258
	  	6700 BUSTLETON AVE	  	PHILADELPHIA	  	PA
	 67261
	  	2101 OREGON PIKE	  	PHILADELPHIA	  	PA
	 67265
	  	5700 RIDGE AVE & SHURS	  	PHILADELPHIA	  	PA
	 67266
	  	8244-8256 LOWBER AVENUE	  	PHILADELPHIA	  	PA
	 61269
	  	427 WEST COUNTY LINE ROAD	  	HATBORO	  	PA
	 67271
	  	102 WEST EAGLE ROAD	  	HAVERIOWN	  	PA
	 67272
	  	401 EAST BALTIMORE AVENUE	  	MEDIA	  	PA
	 67274
	  	100 FAST CHAMPLOST AVENUE	  	PHILADELPHIA	  	PA
	 67276
	  	7800 RIDGE AVE	  	PHILADELPHIA	  	PA
	 67278
	  	417 EAST PROVIDENCE ROAD	  	ALDAN	  	PA
	 67282
	  	3024 NEW ROOGERS RD	  	BRISTOL	  	PA
	 67288
	  	RT 1 & OLD LINCOLN HWY.	  	TREVOSE	  	PA
	 67298
	  	1320 WEST CHESTER PIKE	  	HAVERTOWN	  	PA
	 67299
	  	1829 OLD YORK ROAD	  	ABINGTON	  	PA
	 67301
	  	305 E. COUNTY LINE ROAD	  	HATBORO	  	PA
	 67367
	  	5300 SPRINGFIELD ROAD	  	CLIFTON HGTS.	  	PA
	 67381
	  	OAK & PROVIDENCE ROADS	  	ALDAN	  	PA
	 67382
	  	CHESTER PIKIZ & CLIFTON AV	  	SHARON HILL.	  	PA
	 67396
	  	1403 PROVIDENCE RD. (WOOD	  	MEDIA	  	PA
	 67398
	  	1442 EASTON ROAD	  	ROSLYN	  	PA
	 67401
	  	134 WEST BALTIMORE AVENUE	  	CLIFTON HGTS	  	PA
	 67402
	  	2401 N.BROAD ST & YORK ST	  	PHILADELPHIA	  	PA
	 67405
	  	405 WEST BRIDGE STREET	  	MORRISVILLE	  	PA
	 67409
	  	8797 FRANKFORD AVE. & MAGARGEE	  	PHILADELPHIA	  	PA
	 67415
	  	1 NUTT ROAD	  	PHOENIXVILLE	  	PA
	 67418
	  	2391 DURHAM ROAD	  	LANGHORNE	  	PA
	 67419
	  	894 NORTH CHARLOTTE STREET	  	POTTSTOWN	  	PA
	 57422
	  	101 READING AVENUE	  	BOYERTOWN	  	PA
	 67423
	  	183 SOUTH WEST END BOULEVARD	  	QUAKERTOWN	  	PA
	 67425
	  	301-303 HARLEYSVILLE PIKE	  	SOUDERTON	  	PA
	 67426
	  	798 SUMNEYTOWN PIKE	  	LANSDALE	  	PA
	 67431
	  	313 SWAMP ROAD	  	FURLONG	  	PA
	 67433
	  	MAIN RT #611 & EAST ST.	  	DOYLESTOWN	  	PA
	 67434
	  	778 2ND STREET PIKE	  	RICHBORO	  	PA
	 67435
	  	192 DURHAM RD.	  	PENNDEL	  	PA
	 67437
	  	301 EAST JOHNSON HIGHWAY	  	NORRITON TWP.	  	PA
	 67531
	  	306 MAIN STREET	  	TRAPPE	  	PA
	 67580
	  	150 CARLISLE ST	  	GETTYSBURG	  	PA
	 67596
	  	3471 LINCOLN HWY. EAST	  	PARADISE	  	PA
	 67596
	  	2300 MARKET ST	  	LINWOOD	  	PA
	 67599
	  	2425 NO. MARKET ST	  	ELIZABETHTOWN	  	PA
	 67618
	  	8009 OLD YORK ROAD	  	ELKINS PARK	  	PA
	 67623
	  	RT 116 & ORRTANNA ROAD (GETTY)	  	FAIRFIELD	  	PA
	 67624
	  	6100 YORK ROAD	  	NEW OXFORD	  	PA
	 67626
	  	24 N. QUEEN STREET	  	LITTLESTOWN	  	PA
	 67632
	  	2890 EAST PROSPECT STREET	  	YORK	  	PA
	 67633
	  	1174 S. QUEEN ST (GETTY)	  	YORK	  	PA
	 67635
	  	850 CARLISLE AVE (DELCO GETTY)	  	YORK	  	PA
	 67636
	  	3730 CARLISLE RD (ANDOVER GETT	  	DOVER	  	PA
	 67638
	  	50 MAIN ST (GETTY)	  	GLEN ROCK	  	PA
	 67639
	  	816W. HIGH STREET (SUBWAY)	  	CARLISLE	  	PA
	 67640
	  	1512 SPRING ROAD (BUYRITE)	  	CARLISLE	  	PA
	 67641
	  	1ST & FRONT STREET (GETTY)	  	BOILING SPRINGS	  	PA
	 67642
	  	4601 CARLISLE PIKE GETTY	  	MECHANICSBURG	  	PA
	 68001
	  	7780 POST ROAD	  	GNORTH KINGSTOWN	  	RI
	 68002
	  	10 CODDINGTON HWY	  	MIDDLETOWN	  	RI
	 68003
	  	1015 SANDY LANE	  	GWARWICK	  	RI
	 68005
	  	1188 CUMBERLAND HILL ROAD	  	GWOONSOCKET	  	RI
	 68007
	  	1271 BROAD STREET	  	GPROVIDENCF	  	RI
	 68120
	  	DEXTER ROAD	  	T.EAST PROVIDLNCE	  	RI
	 68607
	  	MASSASOIT AVE. & DEXTER	  	GEAST PROVIDENCE	  	RI
	 68611
	  	577 SMITHRELD AVE.	  	G PAWTUCKET	  	RI
	 68614
	  	33 JEFFERSON BLVD.	  	GWARWlCK	  	RI
	 68619
	  	899 PONTIAC AVENUE	  	GCRANSTON	  	RI
	 68622
	  	1197 NEWPORT AV.	  	GPAWTUCKET	  	RI
	 68623
	  	227 COUNTY ROAD	  	GBARRINGTON	  	RI









									
	 68629
	  	1307 POST RD.	  	GWARWICK	  	 	RI	  
	 68642
	  	3381 E. MAIN RD,	  	GPORTSMOUTH	  	 	RI	  
	 68643
	  	1879 MINFRAL SPRING AVE	  	GN. PROVIDENCE	  	 	RI	  
	 68645
	  	732 WILLETT AVE.	  	GEAST PROVIDENCE	  	 	RI	  
	 68646
	  	RR 11 4087 TOWER HILL RD	  	GWAKEFIELD	  	 	RI	  
	 69002
	  	2825 CENTRE AVENUE	  	READING	  	 	PA	  
	 69004
	  	299 NORTH READING ROAD	  	EPHRATA	  	 	PA	  
	 69006
	  	818 BEN FRANKLIN HWY	  	DOUGLASSVILLE	  	 	PA	  
	 69010
	  	2039 SOUTH QUEEN STREET	  	YORK	  	 	PA	  
	 69016
	  	ROUTE 61 & RR # 3 (MT CARBON)	  	POTTSVILLE	  	 	PA	  
	 69019
	  	RT 61 RD #5 (FAIRLANE)	  	POTTSVILLE	  	 	PA	  
	 69407
	  	1902 OREGON PIKE	  	LANCASTER	  	 	PA	  
	 69416
	  	518 GREENFIELD ROAD	  	LANCASTER	  	 	PA	  
	 69417
	  	PO BOX 493 RTE 501	  	SCHAEFFERSTOWN	  	 	PA	  
	 69419
	  	200 NORTH 4TH STREET	  	HAMBURG	  	 	PA	  
	 69420
	  	300 MORGANTOWN ROAD	  	READING	  	 	PA	  
	 69424
	  	302 HIGHLAND DRIVE	  	MOUNTVILLE	  	 	PA	  
	 69425
	  	ROUTE 72 & LONG LANE	  	EBENEZER	  	 	PA	  
	 69428
	  	3596 EAST NEWPORT ROAD	  	INTERCOURSE	  	 	PA	  
	 69430
	  	RTE 697	  	REINHOLDS	  	 	PA	  
	 69438
	  	1370 LANCASTER AVE	  	COLUMBIA	  	 	PA	  
	 69439
	  	203 S. THIRD STREET	  	OXFORD	  	 	PA	  
	 69440
	  	1001 BUCHERT ROAD	  	POTTSTOWN	  	 	PA	  
	 69443
	  	644 EAST MAIN STREET	  	EPHRATA	  	 	PA	  
	 69445
	  	2 WEST PENN AVENUE	  	ROBESONIA	  	 	PA	  
	 69466
	  	839 FERN AVENUE	  	KENHORST	  	 	PA	  
	 69467
	  	2520 LITITZ PIKE	  	NEFFSVILLE	  	 	PA	  
	 69472
	  	327 WEST MAIN STREET	  	LEOLA	  	 	PA	  
	 69483
	  	N. MAIN STREET EXTENDED	  	RED LION	  	 	PA	  
	 69484
	  	W. GREENWICH & SCHYLKILL AVE	  	READING	  	 	PA	  
	 69485
	  	2102 MAIN STREET	  	ROTHSVILLE	  	 	PA	  
	 69493
	  	834 YORK STREET	  	HANOVER	  	 	PA	  
	 69495
	  	7710 ALLENTOWN BLVD	  	HARRISBURG	  	 	PA	  
	 69497
	  	RT 272 POPLAR STREET	  	ADAMSTOWN	  	 	PA	  
	 69503
	  	1100 MILLERSVILLE PIKE	  	LANCASTER	  	 	PA	  
	 69504
	  	312 WEST MAIN STREET	  	NEW HOLLAND	  	 	PA	  
	 69505
	  	RTE 41 & NEWPORT ROAD	  	CHRISTIANA	  	 	PA	  
	 69672
	  	1248 N.9TH STREET	  	READING	  	 	PA	  
	 69680
	  	3901 PERKIOMEN AVE.	  	REIFFTON	  	 	PA	  
	 69681
	  	401 PENN AVENUE	  	W.READING	  	 	PA	  
	 69682
	  	MAIN & S.HIGH STREETS	  	ARENDTSVILLE	  	 	PA	  
	 69683
	  	308 E. WYOMISSING AVENUE	  	MOHNTON	  	 	PA	  
	 69690
	  	ROUTE 16	  	MCCONNELLSBURG	  	 	PA	  
	 71109
	  	1115 MAIN STREET	  	ROANOKE	  	 	VA	  
	 71173
	  	7000 THREE CHOPT RD	  	RICHMOND	  	 	VA	  
	 71215
	  	1148 VOLVO PARKWAY	  	CHESAPEAKE	  	 	VA	  
	 71264
	  	209 E. HOLLY AVENUE	  	STERLING PARK	  	 	VA	  
	 71270
	  	3800 TWIN PINES RD.	  	PORTSMOUTH	  	 	VA	  
	 71706
	  	4005 PORTSMOUTH BLVD.	  	CHESAPEAKE	  	 	VA	  
	 76112
	  	636 MAIN STREET	  	BENNINGTON	  	 	VT	  








 SCHEDULE 2.01 
 COMMITMENTS 

  
 2.01-1









 Getty Realty Corp. 
 Commitments and Final Allocations 
  

									
	 Bank
	  	%	 	$125mm TL	  	$50mm RC	  	TOTAL
	 JPMorgan Chase Bank, N.A.
	  	18.29%	 	$22,857,142.86	  	$9,142,857.14	  	$32,000,000.00
	 Citizens Financial Group Inc.
	  	17.14%	 	$21,428,571.43	  	$8,571,428.57	  	$30,000,000.00
	 Bank of America, N.A.
	  	11.43%	 	$14,285,714.29	  	$5,714,285.71	  	$20,000,000.00
	 HSBC Bank USA, National Association
	  	11.43%	 	$14,285,714.29	  	$5,714,285.71	  	$20,000,000.00
	 Israel Discount Bank of New York
	  	11.43%	 	$14,285,714.29	  	$5,714,285.71	  	$20,000,000.00
	 Capital One, National Association
	  	11.43%	 	$14,285,714.29	  	$5,714,285.71	  	$20,000,000.00
	 Wells Fargo Bank, N.A.
	  	11.43%	 	$14,285,714.29	  	$5,714,285.71	  	$20,000,000.00
	 Sovereign Bank, N.A.
	  	7.43%	 	$9,285,714.29	  	$3,714,285.71	  	$13,000,000.00
					
	 Total
	  	100.00%	 	$125,000,000.00	  	$50,000,000.00	  	$175,000,000.00








 SCHEDULE 2.05 
 INITIAL BORROWING BASE PROPERTIES AND VALUES 

  
 2.05-1









 SCHEDULE 2.05(a) – INITIAL BORROWING BASE PROPERTIES 

 

											
	Property #	 	  	Address	  	City	  	State	  	Value
	 	30200	  	  	611 SOUTHBRIDGE STREET	  	AUBURN	  	MA	  	
	 	30201	  	  	712 SOUTHBRIDGE STREET	  	AUBURN	  	MA	  	
	 	30202	  	  	310 WASHINGTON STREET	  	AUBURN	  	MA	  	
	 	30204	  	  	358 GREAT ROAD	  	BEDFORD	  	MA	  	
	 	30206	  	  	154 SOUTH MAIN STREET	  	BRADFORD	  	MA	  	
	 	30207	  	  	140 CAMBRIDGE STREET	  	BURLINGTON	  	MA	  	
	 	30208	  	  	198 CAMBRIDGE STREET	  	BURLINGTON	  	MA	  	
	 	30211	  	  	79-81 HIGH STREET	  	DANVERS	  	MA	  	
	 	30213	  	  	1100 LAKEVIEW AVENUE	  	DRACUT	  	MA	  	
	 	30214	  	  	6 PEARSON BLVD	  	GARDNER	  	MA	  	
	 	30219	  	  	535 LYNNWAY	  	LYNN	  	MA	  	
	 	30220	  	  	122 BOSTON STREET	  	LYNN	  	MA	  	
	 	30221	  	  	413 LAKESIDE AVE	  	MARLBOROUGH	  	MA	  	
	 	30223	  	  	138 HAVERHILL STREET	  	METHUEN	  	MA	  	
	 	30225	  	  	14 NEWBURYPORT TPKE	  	PEABODY	  	MA	  	
	 	30226	  	  	85 LYNNFIELD STREET	  	PEABODY	  	MA	  	
	 	30227	  	  	345 BENNETT HWY	  	REVERE	  	MA	  	
	 	30228	  	  	146 BOSTON STREET	  	SALEM	  	MA	  	
	 	30229	  	  	271 BOSTON TURNPIKE	  	SHREWSBURY	  	MA	  	
	 	30230	  	  	29 MAPLE AVENUE	  	SHREWSBURY	  	MA	  	
	 	30233	  	  	356 LOWELL STREET	  	WAKEFIELD	  	MA	  	
	 	30234	  	  	27 EAST MAIN STREET	  	WESTBOROUGH	  	MA	  	
	 	30236	  	  	586 MAIN STREET	  	WILMINGTON	  	MA	  	
	 	30237	  	  	361 MIDDLESEX AVENUE	  	WILMINGTON	  	MA	  	
	 	30238	  	  	340 GROVE STREET	  	WORCESTER	  	MA	  	
	 	30239	  	  	719 SOUTHBRIDGE STREET	  	WORCESTER	  	MA	  	
	 	30240	  	  	48 MADISON STREET	  	WORCESTER	  	MA	  	
	 	30241	  	  	747 PLANTATION STREET	  	WORCESTER	  	MA	  	
	 	30242	  	  	466 LINCOLN STREET	  	WORCESTER	  	MA	  	
	 	55301	  	  	343 LOUDON ROAD	  	CONCORD	  	NH	  	
	 	55302	  	  	37 BIRCH STREET	  	DERRY	  	NH	  	
	 	55303	  	  	169 SILVER STREET	  	DOVER	  	NH	  	
	 	55304	  	  	1 LONG HILL ROAD	  	DOVER	  	NH	  	
	 	55305	  	  	46 CENTRAL AVENUE	  	DOVER	  	NH	  	
	 	55308	  	  	126 ROUTE 125	  	KINGSTON	  	NH	  	
	 	55310	  	  	245 EDDY ROAD	  	MANCHESTER	  	NH	  	
	 	55311	  	  	887 HANOVER STREET	  	MANCHESTER	  	NH	  	
	 	55313	  	  	190 AMHERST STREET	  	NASHUA	  	NH	  	
	 	55314	  	  	347 WEST HOLLIS STREET	  	NASHUA	  	NH	  	
	 	55315	  	  	620 AMHERST STREET	  	NASHUA	  	NH	  	
	 	55316	  	  	160 BROAD STREET	  	NASHUA	  	NH	  	
	 	55317	  	  	7 HARRIS ROAD	  	NASHUA	  	NH	  	
	 	55318	  	  	301 MAIN STREET	  	NASHUA	  	NH	  	
	 	55320	  	  	137 FIRST NEW HAMPSHIRE TPKE	  	NORTHWOOD	  	NH	  	









							
	55321	  	786 US HIGHWAY 1 BYPASS	  	PORTSMOUTH	  	NH
	55322	  	101 1 CENTER STREET	  	RAYMOND	  	NH
	55323	  	95 FARMINGTON ROAD	  	ROCHESTER	  	NH
	55324	  	130 WASHINGTON STREET	  	ROCHESTER	  	NH
	55325	  	198 MILTON ROAD	  	ROCHESTER	  	NH
	58620	  	ROUTES 6 & 22	  	BREWSTER	  	NY
	58621	  	504 NEW ROCHELLE ROAD	  	BRONXVILLE	  	NY
	58622	  	2072 EAST MAIN STREET	  	CORTLANDT MANOR	  	NY
	58623	  	430 BROADWAY	  	DOBBS FERRY	  	NY
	58624	  	407 WHITE PLAINS ROAD	  	EASTCHESTER	  	NY
	58626	  	109 WEST RAMAPO ROAD	  	GARNERVILLE	  	NY
	58628	  	240 EAST HARTSDALE AVE.	  	HARTSDALE	  	NY
	58629	  	154 BROADWAY	  	HAWTHORNE	  	NY
	58630	  	349 ROUTE 82	  	HOPEWELL JUNCTION	  	NY
	58633	  	808 PALMER AVE.	  	MAMARONECK	  	NY
	58634	  	279 BLOOMINGBURG ROAD	  	MIDDLETOWN	  	NY
	58635	  	208 SAW MILL RIVER ROAD	  	MILLWOOD	  	NY
	58636	  	680 MAIN STREET	  	MOUNT KISCO	  	NY
	58637	  	434 GRAMATAN AVE.	  	MOUNT VERNON	  	NY
	58638	  	75 BROOKSIDE AVE.	  	CHESTER	  	NY
	58639	  	409 MAIN STREET	  	NEW PALTZ	  	NY
	58640	  	657 NORTH AVE.	  	NEW ROCHELLE	  	NY
	58641	  	1001 ROUTE 94	  	NEW WINDSOR	  	NY
	58643	  	310 BROADWAY	  	NEWBURGH	  	NY
	58644	  	246 ROUTE 17K	  	NEWBURGH	  	NY
	58645	  	4100 ROUTE 9A & WELCHER AVE.	  	PEEKSKILL	  	NY
	58646	  	30 LINCOLN AVE.	  	PELHAM	  	NY
	58647	  	144 KING STREET	  	PORT CHESTER	  	NY
	58650	  	55 WASHINGTON STREET	  	POUGHKEEPSIE	  	NY
	58651	  	2646 SOUTH ROAD	  	POUGHKEEPSIE	  	NY
	58652	  	1061 FREEDOM PLAINS ROAD	  	POUGHKEEPSIE	  	NY
	58653	  	428 SOUTH ROAD	  	POUGHKEEPSIE	  	NY
	58654	  	2063 NEW HACKENSACK ROAD	  	POUGHKEEPSIE	  	NY
	58655	  	298 TITUSVILLE ROAD	  	POUGHKEEPSIE	  	NY
	58656	  	69 THEODORE FREMD BLVD.	  	RYE	  	NY
	58657	  	826 WHITE PLAINS ROAD	  	SCARSDALE	  	NY
	58659	  	189 ROUTE 59	  	SPRING VALLEY	  	NY
	58661	  	215 NORTH BROADWAY	  	TARRYTOWN	  	NY
	58663	  	8 MARBLEDALE ROAD	  	TUCKAHOE	  	NY
	58665	  	1468 ROUTE 9	  	WAPPINGERS FALLS	  	NY
	58666	  	3 COLONIAL AVE	  	WARWICK	  	NY
	58667	  	116 NORTH ROUTE 303	  	WEST NYACK	  	NY
	58670	  	142 TUCKAHOE ROAD	  	YONKERS	  	NY
	58671	  	3205 CROMPOUND ROAD	  	YORKTOWN HEIGHTS	  	NY
	58673	  	10 MERRITT BLVD	  	FISHKILL	  	NY
	58674	  	290 ROUTE 211 EAST	  	MIDDLETOWN	  	NY
	58675	  	275 ROUTE 59 EAST	  	NANUET	  	NY









							
	58677	  	174 WESTCHESTER AVE.	  	WHITE PLAINS	  	NY
	58681	  	80 BEDFORD ROAD	  	KATONAH	  	NY
	40011	  	3203 MONSARRAT AVE.	  	HONOLULU	  	HI
	40012	  	2314 NORTH SCHOOL STREET	  	HONOLULU	  	HI
	40014	  	215 SOUTH VINEYARD BLVD.	  	HONOLULU	  	HI
	40019	  	46-004 KAMEHAMEHA HWY.	  	HONOLULU	  	HI
	40020	  	47-515 KAMEHAMHA HWY.	  	KANEOHE	  	HI
	40023	  	85-830 FARRINGTON HWY.	  	WAIANAE	  	HI








 SCHEDULE 2.05 (b)

FLOOD CERTIFICATE PROPERTIES 

  
 2.05-1









 SCHEDULE 2.05 (b)—FLOOD CERTIFICATE PROPERTIES 

 

									
	Property #	 	  	Address	  	City	  	State
	 	30222	  	  	860 MAIN STREET	  	MELROSE	  	MA
	 	30231	  	  	1975 MAIN STREET	  	TEWKSBURY	  	MA
	 	40010	  	  	66-632 KAMEHAMEHA HWY.	  	HALEIWA	  	HI
	 	40015	  	  	2025 KALAKAUA AVE.	  	HONOLULU	  	HI
	 	40024	  	  	87-1942 FARRINGTON HWY.	  	WAIANAE	  	HI
	 	40026	  	  	94-780 FARRINGTON HWY.	  	WAIPAHU	  	HI
	 	55300	  	  	24 LOUDON ROAD	  	CONCORD	  	NH
	 	55309	  	  	12-14 NASHUA RD	  	LONDONDERRY	  	NH
	 	58625	  	  	280 NORTH SAW MILL RIVER ROAD	  	ELMSFORD	  	NY
	 	58631	  	  	1110 VIOLET AVE.	  	HYDE PARK	  	NY








 SCHEDULE 2.05(c) 

FASMART PORTFOLIO PROPERTIES 

  
 2.05-1









 SCHEDULE 2.05—FASMART PORTFOLIO PROPERTIES

  

									
	Property #	 	  	Address	  	City	  	State
	 	6152	  	  	1053 Farmington Road	  	Bristol	  	CT
	 	6153	  	  	228 Pine Street	  	Bristol	  	CT
	 	6154	  	  	948 Pine Street	  	Bristol	  	CT
	 	6157	  	  	1 Main Street	  	Ellington	  	CT
	 	6159	  	  	1387 Farmington Ave.	  	Farmington	  	CT
	 	6160	  	  	867 Wethersfield Ave.	  	Hartford	  	CT
	 	6161	  	  	923 Maple Ave.	  	Hartford	  	CT
	 	6162	  	  	1101 East Main Street	  	Meriden	  	CT
	 	6163	  	  	619 South Main Stret	  	Middletown	  	CT
	 	6164	  	  	710 West Main Street	  	New Britain	  	CT
	 	6165	  	  	194 Kelsey Street	  	Newington	  	CT
	 	6166	  	  	105 Washington Ave.	  	North Haven	  	CT
	 	6167	  	  	67 East Main Street	  	Plainville	  	CT
	 	6168	  	  	699 Main Street	  	Plymouth	  	CT
	 	6169	  	  	875 Windsor Road	  	Douth Windham	  	CT
	 	6170	  	  	856 Sullivan Ave.	  	South Windsor	  	CT
	 	6171	  	  	801 Thompsonville Road	  	Suffield	  	CT
	 	6173	  	  	720 North Colony Road	  	Wallingford	  	CT
	 	6175	  	  	1030 Hamilton Ave.	  	Waterbury	  	CT
	 	6176	  	  	1676 Watertown Ave.	  	Waterbury	  	CT
	 	6177	  	  	467 Wolcott Street	  	Waterbury	  	CT
	 	6178	  	  	1219 Main Street	  	Watertown	  	CT
	 	6180	  	  	528 Main Street	  	West Haven	  	CT
	 	6182	  	  	1440 West Main Street	  	Willimantic	  	CT
	 	6185	  	  	269 Main Street	  	Windsor locks	  	CT
	 	68200	  	  	216 Main Street	  	Ashaway	  	RI








 SCHEDULE 3.01 
 OWNERSHIP CHART 

  
 3.01-1









 



 







 SCHEDULE 3.05(1) 

BORROWING BASE LEASES 

  
 3.05(1)-1









 SCHEDULE 3.05 (1)—BORROWING BASE LEASES 

Master Energy Lease, dated September 27, 2005, between Trustreet Properties, Inc., CNL APF Partners, LP., Fuel Supply, Inc., USRP
(Molly), LLC, USRP (Bob), LLC, USRP (Jennifer), LLC and USRP (Steve), LLC, collectively as Landlord, and Aloha Petroleum, Ltd., as Tenant, as assigned to Getty HI Leasing, pursuant to that certain Assignment and Assumption of Master Energy Lease,
dated March 31, 2007, between Landlord, as Assignor, and Getty HI Leasing, Inc., as Assignee 
 Unitary Net Lease
Agreement, dated March 30, 2011, between GTY MA/NH Leasing, Inc., as Landlord, and Nouria Energy Ventures I, LLC, as Tenant 
 Unitary Net Lease Agreement, dated January 13, 2011, between GTY NY Leasing, Inc., as Lessor, and CPD NY Energy Corp., as Lesee 







 SCHEDULE 3.05(2) 

GROUND LEASES 

  
 3.05(2)-1









 SCHEDULE 3.05 (2)—GROUND LEASES 

 

									
	Property #	 	  	Address	  	City	  	State
	 	30203	  	  	380 SOUTHBRIDGE STREET	  	AUBURN	  	MA
	 	30205	  	  	257 WEST BOYLSTON STREET	  	WEST BOYLESTON	  	MA
	 	30209	  	  	61 63 MIDDLESEX TURNPIKE	  	BURLINGTON	  	MA
	 	30210	  	  	189 CHELMSFORD STREET	  	CHELMSFORD	  	MA
	 	30212	  	  	149 ENDICOTT STREET	  	DANVERS	  	MA
	 	30215	  	  	264 TIMPANY BLVD	  	GARDNER	  	MA
	 	30216	  	  	26 COMMERCIAL ROAD	  	LEOMINSTER	  	MA
	 	30217	  	  	436 LANCASTER STREET	  	LEOMINSTER	  	MA
	 	30218	  	  	460 KING STREET	  	LITTLETON	  	MA
	 	30232	  	  	30 LACKEY DAM ROAD	  	UXBRIDGE	  	MA
	 	30235	  	  	128 TURNPIKE ROAD	  	WESTBOROUGH	  	MA
	 	55306	  	  	100 MAST RD (SR 114)	  	GOFFSTOWN	  	NH
	 	55307	  	  	1326 HOOKSETT ROAD	  	HOOKSETT	  	NH
	 	55312	  	  	1932 SOUTH WILLOW STREET	  	MANCHESTER	  	NH
	 	55319	  	  	270 MAIN DUNSTABLE ROAD	  	NASHUA	  	NH
	 	58627	  	  	399 GREENWICH AVE.	  	GOSHEN	  	NY
	 	58632	  	  	80 BEDFORD ROAD	  	KATONAH	  	NY
	 	58642	  	  	1423 ROUTE 300	  	NEWBURGH	  	NY
	 	58649	  	  	425 BOSTON ROAD	  	PORT CHESTER	  	NY
	 	58658	  	  	ROUTE 35 & BOUTON ROAD	  	SOUTH SALEM	  	NY
	 	58660	  	  	407 WHITE PLAINS ROAD	  	EASTCHESTER	  	NY
	 	58662	  	  	19 MARBLE AVE.	  	THORNWOOD	  	NY
	 	58664	  	  	1050 ROUTE 9	  	WAPPINGERS FALLS	  	NY
	 	58668	  	  	1237 MAMARONECK AVE.	  	WHITE PLAINS	  	NY
	 	58669	  	  	1176 NEPPERHAN AVE.	  	YONKERS	  	NY
	 	58672	  	  	2035 SAW MILL RIVER ROAD	  	YORKTOWN HEIGHTS	  	NY
	 	58676	  	  	3081 ROUTE 22	  	PATTERSON	  	NY
	 	58678	  	  	HUTCHINSON RIVER PARKWAY	  	WHITE PLAINS	  	NY
	 	58679	  	  	838 KIMBALL AVE.	  	YONKERS	  	NY
	 	58680	  	  	275 ROUTE 59 EAST	  	NANUET	  	NY








 SCHEDULE 3.06 
 DISCLOSED MATTERS 
 NONE 

  
 3.06-1









 SCHEDULE 6.02 
 EXISTING INDEBTEDNESS 

  
 6.02-1









 SCHEDULE 6.02—EXISTING INDEBTEDNESS 

 

																	
	Lender	  	Interest Rate	 	 	Inception Date	 	  	Maturity Date	 	  	Current Outstanding	 
	 TD Bank, N.A.
	  	 	3.50	% 	 	 	9/25/2009	  	  	 	3/31/2013	  	  	$	22,615,000	  








 SCHEDULE 6.03 
 EXISTING LIENS 

  
 6.03-1









 SCHEDULE 6.03—EXISTING LIENS 

 

											
	Property #	 	  	Address	  	City	  	State	  	Lienholder
	 	29101	  	  	11055 BALTIMORE AVE.	  	BELTSVILLE	  	MD	  	TD Bank, N.A.
	 	29102	  	  	11417 CHERRY HILL ROAD	  	BELTSVILLE	  	MD	  	TD Bank, N.A.
	 	29103	  	  	10405 BALTIMORE AVE.	  	BELTSVILLE	  	MD	  	TD Bank, N.A.
	 	29104	  	  	4040 POWDER MILL ROAD	  	BELTSVILLE	  	MD	  	TD Bank, N.A.
	 	29105	  	  	5650 ANNAPOLIS ROAD	  	BLADENSBURG	  	MD	  	TD Bank, N.A.
	 	29106	  	  	16450 HARBOUR WAY	  	BOWIE	  	MD	  	TD Bank, N.A.
	 	29107	  	  	8901 CENTRAL AVE.	  	CAPITOL HEIGHTS	  	MD	  	TD Bank, N.A.
	 	29108	  	  	6441 COVENTRY WAY	  	CLINTON	  	MD	  	TD Bank, N.A.
	 	29109	  	  	7110 BALTIMORE AVE.	  	COLLEGE PARK	  	MD	  	TD Bank, N.A.
	 	29110	  	  	8401 BALTIMORE AVE.	  	COLLEGE PARK	  	MD	  	TD Bank, N.A.
	 	29111	  	  	5921 MARLBORO PIKE	  	DISTRICT HEIGHTS	  	MD	  	TD Bank, N.A.
	 	29112	  	  	5520 MARLBORO PIKE	  	DISTRICT HEIGHTS	  	MD	  	TD Bank, N.A.
	 	29113	  	  	7631 MARLBORO PIKE	  	FORESTVILLE	  	MD	  	TD Bank, N.A.
	 	29114	  	  	10815 INDIAN HEAD HIGHWAY	  	FORT WASHINGTON	  	MD	  	TD Bank, N.A.
	 	29115	  	  	7619 GREENBELT ROAD	  	GREENBELT	  	MD	  	TD Bank, N.A.
	 	29116	  	  	6727 RIGGS ROAD	  	HYATTSVILLE	  	MD	  	TD Bank, N.A.
	 	29117	  	  	3200 QUEENS CHAPEL ROAD	  	HYATTSVILLE	  	MD	  	TD Bank, N.A.
	 	29118	  	  	7106 MARTIN L. KING JR. HIGHWAY	  	LANDOVER	  	MD	  	TD Bank, N.A.
	 	29119	  	  	7545 LANDOVER ROAD	  	LANDOVER	  	MD	  	TD Bank, N.A.
	 	29120	  	  	6579 ANNAPOLIS ROAD	  	LANDOVER HILLS	  	MD	  	TD Bank, N.A.
	 	29121	  	  	5806 LANDOVER ROAD	  	LANDOVER HILLS	  	MD	  	TD Bank, N.A.
	 	29122	  	  	9500 LANHAM SEVERN ROAD	  	LANHAM	  	MD	  	TD Bank, N.A.
	 	29123	  	  	8850 GORMAN ROAD	  	LAUREL	  	MD	  	TD Bank, N.A.
	 	29124	  	  	801 WASHINGTON BLVD.	  	LAUREL	  	MD	  	TD Bank, N.A.
	 	29125	  	  	3384 FORT MEADE ROAD	  	LAUREL	  	MD	  	TD Bank, N.A.
	 	29126	  	  	7801 SANDY SPRING ROAD	  	LAUREL	  	MD	  	TD Bank, N.A.
	 	29127	  	  	15151 SWEITZER LANE	  	LAUREL	  	MD	  	TD Bank, N.A.
	 	29128	  	  	14701 BALTIMORE AVE.	  	LAUREL	  	MD	  	TD Bank, N.A.
	 	29129	  	  	5622 ST. BARNABAS ROAD	  	OXON HILL	  	MD	  	TD Bank, N.A.
	 	29130	  	  	6631 RIVERDALE ROAD	  	RIVERDALE	  	MD	  	TD Bank, N.A.
	 	29131	  	  	6117 BALTIMORE BLVD.	  	RIVERDALE	  	MD	  	TD Bank, N.A.
	 	29132	  	  	6400 CENTRAL AVE.	  	SEAT PLEASANT	  	MD	  	TD Bank, N.A.
	 	29134	  	  	3000 COLEBROOKE DRIVE	  	SUITLAND	  	MD	  	TD Bank, N.A.
	 	29135	  	  	4747 SILVER HILL ROAD	  	SUITLAND	  	MD	  	TD Bank, N.A.
	 	29136	  	  	3399 BRANCH AVE.	  	TEMPLE HILLS	  	MD	  	TD Bank, N.A.
	 	29137	  	  	10350 CAMPUS WAY SOUTH	  	UPPER MARLBORO	  	MD	  	TD Bank, N.A.
	 	29138	  	  	1597 Livingston Road	  	ACCOKEEK	  	MD	  	TD Bank, N.A.








 SCHEDULE 7.01 
 ENVIRONMENTAL REMEDIATION AND COMPLIANCE MATTERS 







 SCHEDULE 7.01—ENVIRONMENTAL REMEDIATION & COMPLIANCE MATTERS 

 

											
	Property #	 	  	Address	  	City	  	State	  	Lifecycle Phase
	 	6	  	  	1672 86TH ST.	  	BROOKLYN	  	NY	  	Assessment
	 	7	  	  	161-51 Baisley Boulevard	  	Jamaica	  	NY	  	RAP Implementation
	 	8	  	  	75-41 YELLOWSTONE BLVD	  	REGO PARK	  	NY	  	Operation and Maintenance
	 	16	  	  	98-21 Rockaway Boulevard	  	Ozone Park	  	NY	  	RAP Implementation
	 	17	  	  	1780 Coney Island Avenue	  	Brooklyn	  	NY	  	Closure Activities
	 	20	  	  	1810 CROSS BRONX EXP.	  	BRONX	  	NY	  	Closure Activities
	 	24	  	  	2375 Jerome Avenue	  	Bronx	  	NY	  	Closure Activities
	 	38	  	  	2686 LONG BEACH RD	  	OCEANSIDE	  	NY	  	Assessment
	 	53	  	  	510 SUFFOLK AVE	  	BRENTWOOD	  	NY	  	Closure Compliance Activities
	 	65	  	  	1 MONTAUK & CARLTON AVE	  	EAST ISLIP	  	NY	  	Assessment
	 	77	  	  	758 Pelham Road	  	New Rochelle	  	NY	  	Closure Activities
	 	91	  	  	40 N. Stone Avenue	  	Elmsford	  	NY	  	O & M
	 	93	  	  	4350 Boston Post Road	  	Pelham Manor	  	NY	  	Closure Activities
	 	100	  	  	140 Franklin Turnpike	  	Mahwah	  	NJ	  	Closure Compliance Activities
	 	102	  	  	2311 Crompound Road	  	Peekskill	  	NY	  	RAP Implementation
	 	103	  	  	200 Westchester Avenue	  	Port Chester	  	NY	  	O & M
	 	114	  	  	2453 Westchester Avenue	  	Bronx	  	NY	  	Assessment
	 	115	  	  	3400 Baychester Avenue	  	Bronx	  	NY	  	Closure Activities
	 	116	  	  	128 EAST MAIN ST	  	ELMSFORD	  	NY	  	Operation and Maintenance
	 	117	  	  	946 BOSTON POST RD.	  	MAMARONECK	  	NY	  	Operation and Maintenance
	 	126	  	  	4302 Ft. Hamilton Parkway	  	Brooklyn	  	NY	  	Closure Activities
	 	160	  	  	1364 Route 9	  	West Marlborough	  	NY	  	Closure Activities
	 	163	  	  	1738 RT.9W	  	LAKE KATRINE	  	NY	  	Operation and Maintenance
	 	190	  	  	1809 ROUTE 1	  	RAHWAY	  	NJ	  	Assessment
	 	200	  	  	13 Clarke Avenue	  	Staten Island	  	NY	  	O & M
	 	210	  	  	3305 East Tremont Avenue	  	Bronx	  	NY	  	Closure Activities
	 	214	  	  	116-60 Sutphin Boulevard	  	Queens	  	NY	  	Operation and Maintenance
	 	223	  	  	6418 8th Avenue	  	Brooklyn	  	NY	  	Closure Activities
	 	229	  	  	125 KINGS HIGHWAY	  	BROOKLYN	  	NY	  	Operation and Maintenance
	 	232	  	  	211-02 Jamaica Avenue	  	Bellaire	  	NY	  	Closure Activities
	 	234	  	  	1125-27 Richmond Terrace	  	Staten Island	  	NY	  	RAP Implementation
	 	235	  	  	1820 RICHMOND ROAD	  	STATEN ISLAND	  	NY	  	Assessment
	 	252	  	  	4301 BOSTON POST ROAD	  	MOUNT VERNON	  	NY	  	Operation and Maintenance









											
	 	257	  	  	895 Melrose Avenue	  	Bronx	  	NY	  	Closure Activities
	 	269	  	  	1827 Westchester Avenue	  	Bronx	  	NY	  	Assessment
	 	270	  	  	2400 East Tremont Avenue	  	Bronx	  	NY	  	RAP Implementation
	 	275	  	  	495 E. 180Th & Bathgate	  	Bronx	  	NY	  	Closure Activities
	 	277	  	  	3031 Bailey Avenue	  	Bronx	  	NY	  	Closure Activities
	 	278	  	  	944 Central Park Avenue	  	Yonkers	  	NY	  	O & M
	 	288	  	  	State Highway 36 & Avenue D	  	Atlantic Highlands	  	NJ	  	Closure Activities
	 	299	  	  	481 UNION AVE	  	WESTBURY	  	NY	  	Assessment
	 	301	  	  	257 North Broadway	  	Sleepy Hollow	  	NY	  	Operation and Maintenance
	 	304	  	  	1297 Route 9	  	Old Bridge	  	NJ	  	Closure Activities
	 	312	  	  	166-02 Northern Boulevard	  	Flushing	  	NY	  	O & M
	 	322	  	  	34 ROUTE 303	  	VALLEY COTTAGE	  	NY	  	Assessment
	 	323	  	  	3083 Webster Avenue	  	Bronx	  	NY	  	Closure Activities
	 	324	  	  	4000 Hylan Boulevard	  	Staten Island	  	NY	  	Closure Activities
	 	325	  	  	1168 PLEASANTVILLE ROAD	  	BRIARCLIFF MANOR	  	NY	  	Operation and Maintenance
	 	329	  	  	1441 Westchester Avenue	  	Bronx	  	NY	  	Closure Activities
	 	332	  	  	600 South Pelham Parkway	  	Bronx	  	NY	  	O & M
	 	339	  	  	4880 Broadway	  	New York	  	NY	  	Closure Activities
	 	340	  	  	89 St. Nicholas Place	  	New York	  	NY	  	Closure Activities
	 	341	  	  	239 10th Avenue	  	New York	  	NY	  	Closure Activities
	 	348	  	  		  	Bloomfield	  	NJ	  	Closure Compliance Activities
	 	353	  	  	163-10 Pidgeon Meadow Rd.	  	Flushing	  	NY	  	Closure Activities
	 	358	  	  	185 EAST LINCOLN AVE	  	PELHAM	  	NY	  	Assessment
	 	361	  	  	101-06 Astoria Boulevard	  	Astoria	  	NY	  	Closure Activities
	 	362	  	  	1212 Victory Boulevard	  	Staten Island	  	NY	  	Closure Activities
	 	363	  	  	350 ROCKAWAY TPKE	  	CEDARHURST	  	NY	  	Assessment
	 	365	  	  	1324 East Putnam Ave	  	Old Greenwich	  	CT	  	Predelineation
	 	369	  	  	26 E. Post Road	  	White Plains	  	NY	  	Closure Activities
	 	370	  	  	Route 36 & Atlantic Avenue	  	Keyport	  	NJ	  	Closure Activities
	 	396	  	  	1842 Victory Boulevard	  	Staten Island	  	NY	  	Closure Activities
	 	443	  	  	219 North Main Street	  	Sayville	  	NY	  	Closure Activities
	 	444	  	  	515 MONTAUK HIGHWAY	  	BAY SHORE	  	NY	  	Closure Compliance Activities
	 	448	  	  	1164 MONTAUK HWY	  	E. PATCHOGUE	  	NY	  	Closure Compliance Activities
	 	454	  	  	315 MERRICK ROAD	  	AMITYVILLE	  	NY	  	Assessment
	 	464	  	  	869 ATLANTIC AVE	  	BALDWIN	  	NY	  	Assessment
	 	491	  	  	1422 Wantagh Ave.	  	Wantagh	  	NY	  	Assessment









											
	 	498	  	  	ROUTE 1 & JOHN STREET	  	EDISON	  	NJ	  	Closure Activities
	 	506	  	  	1300 Englishtown Rd.	  	Old Bridge	  	NJ	  	Closure Compliance Activities
	 	523	  	  	1741 Route 37 West	  	Toms River	  	NJ	  	Closure Activities
	 	535	  	  	310 Bay Shore Road	  	N. Babylon	  	NY	  	Closure Activities
	 	539	  	  	1255 McBride	  	W. Paterson	  	NJ	  	Closure Activities
	 	549	  	  	1220 East 233rd Street	  	Bronx	  	NY	  	Closure Activities
	 	564	  	  	1103-1107 De Kalb Avenue	  	Brooklyn	  	NY	  	Closure Activities
	 	579	  	  	185 NORTH HIGHLAND AVE	  	OSSINING	  	NY	  	Assessment
	 	585	  	  	611 Main St., E. Hartford	  	Hartford	  	CT	  	Closure Activities
	 	589	  	  	176 Tolland Tpke & B Acres	  	Manchester	  	CT	  	Closure Activities
	 	590	  	  	934-938 E. Main St.	  	Meriden	  	CT	  	Closure Activities
	 	595	  	  	222 Danbury Road	  	New Milford	  	CT	  	Closure Activities
	 	598	  	  	170 Taftville-Occum Rd.	  	Norwich	  	CT	  	Closure Compliance Activities
	 	601	  	  	398 Main St.	  	Southington	  	CT	  	Closure Activities
	 	604	  	  	120 Main Street	  	Terryville	  	CT	  	Closure Activities
	 	606	  	  	216 Merrow Road	  	Tolland	  	CT	  	Predelineation
	 	611	  	  	Route 32	  	Waterford	  	CT	  	Closure Activities
	 	615	  	  	1649 Litchfield Turnpike	  	Woodbridge	  	CT	  	Closure Activities
	 	624	  	  	30 West State Street	  	Granby	  	MA	  	Operation and Maintenance
	 	625	  	  	123 Main Street	  	Great Barrington	  	MA	  	Closure Activities
	 	628	  	  	Rte 32 Palmer & Monson Rd	  	Monson	  	MA	  	Closure Activities
	 	637	  	  	2221 Main Street & Carew	  	Springfield	  	MA	  	Closure Activities
	 	643	  	  	278 Elm Street	  	Westfield	  	MA	  	Assessment
	 	647	  	  	2 Pleasantville Rd.	  	Ossining	  	NY	  	O & M
	 	652	  	  	R.D.#1 ROUTE 130	  	BEVERLY	  	NJ	  	Assessment
	 	653	  	  	201 Elmora Ave	  	Elizabeth	  	NJ	  	Closure Activities
	 	654	  	  	669 SOMERSET STREET	  	SOMERSET	  	NJ	  	Operation and Maintenance
	 	655	  	  	4431 Route 9	  	Englishtown	  	NJ	  	Closure Activities
	 	656	  	  	2737 S. Broad St.	  	Hamilton	  	NJ	  	Closure Compliance Activities
	 	659	  	  	RTE 440 & DANFORTH AVE	  	JERSEY CITY	  	NJ	  	Assessment
	 	660	  	  	100 RIVER AVE	  	LAKEWOOD	  	NJ	  	Closure Activities
	 	661	  	  	100 White Horse Pike	  	Lawnside	  	NJ	  	O & M
	 	664	  	  	953 18th Avenue	  	Newark	  	NJ	  	RAP Implementation
	 	665	  	  	1292 RT 22 EAST	  	NORTH PLAINFIELD	  	NJ	  	Closure Activities
	 	666	  	  	1292 RT 22 East	  	North Plainfield	  	NJ	  	Closure Compliance Activities
	 	667	  	  	639 ROUTE 17 SOUTH	  	PARAMUS	  	NJ	  	Closure Activities









									
	670	  	957 ROUTE 9 NORTH	  	SOUTH AMBOY	  	NJ	  	RAP Implementation
	673	  	6718 Black Horse Pike	  	Pieasantville	  	NJ	  	Closure Activities
	677	  	381 North Avenue	  	New Rochelle	  	NY	  	RAP Implementation
	680	  	208 Foxon Rd.	  	N. Branford	  	CT	  	RAP Implementation
	684	  	196 Ross Place	  	Westfield	  	NJ	  	Closure Compliance Activities
	685	  	2 Ashford Drive	  	Dobbs Ferry	  	NY	  	Closure Activities
	688	  	301 East & Whiting St:	  	Plainville	  	CT	  	Closure Activities
	709	  	2955 Cropsey Avenue	  	Brooklyn	  	NY	  	Closure Activities
	751	  	630 LINCOLN HWY RT 1	  	FAIRLESS HILLS	  	PA	  	Closure Compliance Activities
	6130	  	85 Forbes Ave.	  	New Haven	  	CT	  	Closure Activities
	6709	  	213 Colony Street	  	Meridan	  	CT	  	Assessment
	6722	  	1030 Blue Hills Road	  	Bloomfield	  	CT	  	Closure Activities
	6725	  	850 Hopmeadow Road	  	Simsbury	  	CT	  	O & M
	6742	  	36 Danbury Road	  	Ridgefield	  	CT	  	Closure Activities
	6744	  	321 West Avenue	  	Norwalk	  	CT	  	Predelineation
	6746	  	1789 Barnum Ave.	  	Bridgeport	  	CT	  	Closure Activities
	6749	  	700 DEWEY STREET	  	BRIDGEPORT	  	CT	  	Assessment
	6753	  	1464 Fairfield Ave.	  	Bridgeport	  	CT	  	Closure Activities
	6762	  	179 Noroton Ave.	  	Darien	  	CT	  	RAP Implementation
	6765	  	224 Magee Avenue	  	Stamford	  	CT	  	Closure Activities
	6768	  	59 W. Broad St.	  	Stamford	  	CT	  	Assessment
	6779	  	197 Main St.	  	Cheshire	  	CT	  	RAP Implementation
	6781	  	231 Cherry St.	  	Milford	  	CT	  	Closure Activities
	6811	  	774 Farmington Ave.	  	Bristol	  	CT	  	Assessment
	6813	  	Cor. Rts #7 & 25	  	Brookfield	  	CT	  	Closure Activities
	6817	  	1294 E. Main Street	  	Torrington	  	CT	  	Closure Activities
	6819	  	206 Main St.	  	Norwalk	  	CT	  	Closure Activities
	6851	  	241 White St.	  	Danbury	  	CT	  	RAP Implementation
	6852	  	578 S. Main St.	  	Middletown	  	CT	  	RAP Implementation
	6853	  	126 South Road	  	Enfield	  	CT	  	Closure Activities
	6871	  	441 W. Avon Rd.	  	Avon	  	CT	  	RAP Implementation
	6873	  	1618 Saybrook Rd.	  	Haddam	  	CT	  	Closure Activities
	8641	  	735 Philadelphia Pike	  	Wilmington	  	DE	  	O & M
	8669	  	1712 Foulk Road	  	Wilimington	  	DE	  	O & M
	28002	  	159 Cottage Rd.	  	South Portland	  	ME	  	Assessment
	28032	  	1217 Congress St.	  	Portland	  	ME	  	Assessment









											
	28210	  	59 Camden St.	  	Rockland	  	 	ME	  	  	Assessment
	28222	  	207 Broadway	  	South Portland	  	 	ME	  	  	Closure Activities
	29811	  	16603 SETON AVENUE	  	EMMITSBURG	  	 	MD	  	  	Closure Compliance Activities
	30315	  	522 Main Street	  	S. Weymouth	  	 	MA	  	  	Closure Activities
	30317	  	1744 Centre Street	  	West Roxbury	  	 	MA	  	  	Closure Activities
	30339	  	350 Pleasant Street	  	Belmont	  	 	MA	  	  	Assessment
	30344	  	245 N. Main Street	  	Randolph	  	 	MA	  	  	RAP Implementation
	30352	  	110 Galen Street	  	Watertown	  	 	MA	  	  	Closure Activities
	30355	  	306 Main Street	  	Reading	  	 	MA	  	  	Closure Activities
	30361	  	191 TALBOT AVENUE	  	DORCHESTER	  	 	MA	  	  	Assessment
	30363	  	469 Washington St.	  	Weymouth	  	 	MA	  	  	Closure Activities
	30375	  	4 Whiting Street	  	Hingham	  	 	MA	  	  	Closure Activities
	30393	  	325 Washington Street	  	Woburn	  	 	MA	  	  	Closure Activities
	30409	  	792 Truman Highway	  	Hyde Park	  	 	MA	  	  	Closure Activities
	30436	  	527 Grafton Street	  	Worcester	  	 	MA	  	  	Closure Activities
	30457	  	609 Park Avenue	  	Worcester	  	 	MA	  	  	Assessment
	30458	  	88 East Main Street	  	Webster	  	 	MA	  	  	Assessment
	30515	  	331 Bennington Avenue	  	East Boston	  	 	MA	  	  	Operation and Maintenance
	30518	  	299 Main Street	  	Groveland	  	 	MA	  	  	Closure Activities
	30548	  	391 Main Street	  	Williamstown	  	 	MA	  	  	Closure Compliance Activities
	30551	  	371 Huttleston Avenue	  	Fairhaven	  	 	MA	  	  	Closure Activities
	30557	  	63 BROADWAY	  	TAUNTON	  	 	MA	  	  	Closure Activities
	30602	  	481 Washington Street	  	Auburn	  	 	MA	  	  	Closure Activities
	30603	  	245 Haverhill Street	  	Methuen	  	 	MA	  	  	Closure Activities
	30606	  	113 Central St.	  	Ipswich	  	 	MA	  	  	Assessment
	30610	  	581 Boston Post Road	  	Billerica	  	 	MA	  	  	Closure Activities
	30611	  	235 S. Elm Street	  	Haverhill	  	 	MA	  	  	Assessment
	30612	  	679 Main Street	  	Chatham	  	 	MA	  	  	O & M
	30616	  	20 S. Main Street	  	Ipswich	  	 	MA	  	  	Closure Activities
	30617	  	528 North Main Street	  	Leominster	  	 	MA	  	  	Closure Activities
	30629	  	869 Main Street	  	Tewksbury	  	 	MA	  	  	Closure Activities
	30631	  	714 W. Falmouth Hwy	  	Falmouth	  	 	MA	  	  	Closure Activities
	30633	  	262 Groton Road	  	Westford	  	 	MA	  	  	Closure Activities
	30646	  	825 Washington Street	  	Stoughton	  	 	MA	  	  	Closure Activities
	30652	  	860 Southbridge Street	  	Auburn	  	 	MA	  	  	Assessment
	30657	  	1177 North Main Street	  	Clinton	  	 	MA	  	  	Closure Activities









									
	30678	  	3 Singletary Avenue	  	Sutton	  	MA	  	Closure Activities
	30695	  	223 MAIN STREET	  	ATHOL	  	MA	  	Closure Activities
	30700	  	1660 Worcester Road	  	Framingham	  	MA	  	Closure Activities
	30702	  	Route 140 & Water Street	  	Milford	  	MA	  	Closure Activities
	30710	  	350 Greenwood Street	  	Worcester	  	MA	  	Assessment
	30713	  	274 High Street	  	Lowell	  	MA	  	Closure Activities
	40014	  	215 South Vineyard Boulevard	  	Honolulu	  	HI	  	Closure Activities
	40019	  	46-004 Kamehameha Highway	  	Kaneohe	  	HI	  	Closure Activities
	40022	  	150 North Kamehameha Highway	  	Wahiawa	  	HI	  	Closure Compliance Activities
	40035	  	120 South Linville Road	  	Kernersville	  	NC	  	Predelineation
	55201	  	1467 ELM STREET	  	MANCHESTER	  	NH	  	Closure Activities
	55208	  	242 MAIN STREET	  	CONCORD	  	NH	  	Closure Activities
	55211	  	Danforth Circle	  	Derry	  	NH	  	Closure Activities
	55237	  	Main St. & Granite St.	  	Salem	  	NH	  	Closure Activities
	55241	  	747 Lafayette Road	  	Hampton	  	NH	  	Closure Activities
	55242	  	41 Webster Street	  	Manchester	  	NH	  	Closure Activities
	55244	  	605 Daniel Webster Hwy	  	Merrimack	  	NH	  	Closure Activities
	55246	  	125 Bridge Street	  	Pelham	  	NH	  	Closure Activities
	55247	  	219 Pembrook Street	  	Pembrook	  	NH	  	Closure Activities
	55249	  	Route 11 & 3 Ten Rod Road	  	Rochester	  	NH	  	Closure Activities
	55250	  	74 Hancock Street	  	Rochester	  	NH	  	Closure Activities
	55253	  	463 High Street	  	Somersworth	  	NH	  	Closure Activities
	55254	  	108 Portsmouth Avenue	  	Exeter	  	NH	  	Closure Activities
	55256	  	Route 101	  	Candia	  	NH	  	Closure Activities
	55257	  	Route 125 and Elm Street	  	Epping	  	NH	  	Closure Activities
	55258	  	1890 Dover Road	  	Epsom	  	NH	  	Closure Activities
	55259	  	14 Court Street	  	Exeter	  	NH	  	Closure Activities
	55260	  	777 Lafayette Road	  	Hampton	  	NH	  	Closure Activities
	55261	  	4 Amherst Street	  	Milford	  	NH	  	Closure Activities
	55264	  	361 ISLINGTON ROAD	  	PORTSMOUTH	  	NH	  	Closure Activities
	55266	  	190 Milton Road (Route 125)	  	Rochester	  	NH	  	Closure Activities
	55268	  	587 Lafayette Road	  	Seabrook	  	NH	  	Closure Activities
	55274	  	32 Bridge Street	  	Pelham	  	NH	  	Closure Activities
	56005	  	6 RT 23 NORTH/7 VERNON AVE	  	HAMBURG	  	NJ	  	Assessment
	56009	  	2048 ROUTE 23 NORTH	  	WEST MILFORD	  	NJ	  	Assessment
	56011	  	89 ACKERMAN AVENUE	  	CLIFTON	  	NJ	  	Assessment









									
	56023	  	Beverly & Salem Rds.	  	Willingboro	  	NJ	  	Closure Activities
	56027	  	1296 Rt. 33 & Hamilton Square	  	Hamilton Sq.	  	NJ	  	Closure Compliance Activities
	56028	  	420 JOHN F. KENNEDY WAY	  	WILLINGBORO	  	NJ	  	Assessment
	56031	  	1028 AVE. C & 49TH ST.	  	BAYONNE	  	NJ	  	Assessment
	56032	  	25 Central Avenue	  	Tenafly	  	NJ	  	Closure Compliance Activities
	56034	  	114 SOUTH AVE W	  	CRANFORD	  	NJ	  	Assessment
	56039	  	278 BLOOMFIELD AVENUE	  	NUTLEY	  	NJ	  	Assessment
	56047	  	661 BLOOMFIELD AVENUE	  	NUTLEY	  	NJ	  	Assessment
	56049	  	325 SPRINGFIELD ROAD	  	Berkeley Hts	  	NJ	  	Closure Activities
	56056	  	2352 Morris Avenue	  	Union	  	NJ	  	Closure Activities
	56057	  	RT. 35 & SUNSET AVE.	  	OCEAN TOWNSHIP	  	NJ	  	Operation and Maintenance
	56062	  	RTS #571 & #535	  	CRANBURY	  	NJ	  	Assessment
	56064	  	Main & Sommerhill Road	  	Spotswood	  	NJ	  	Closure Activities
	56069	  	835 East Clements Bridge Road	  	Runnemede	  	NJ	  	Closure Compliance Activities
	56073	  	208 BRANCHPORT AVENUE	  	LONG BRANCH	  	NJ	  	Closure Activities
	56075	  	1101 E. JERSEY ST. (MADIS	  	ELIZABETH	  	NJ	  	Assessment
	56079	  	1061 Broadway	  	Bayonne	  	NJ	  	Closure Activities
	56081	  	5 STELTON ROAD	  	PISCATAWAY	  	NJ	  	Assessment
	56084	  	8 STONEHOUSE ROAD	  	BASKING RIDGE	  	NJ	  	Assessment
	56087	  	2061 Fellowship & Springfield	  	Cherry Hill	  	NJ	  	Closure Activities
	56088	  	401 Egg Harbor Road	  	Sewell	  	NJ	  	Closure Activities
	56093	  	713 PLAINFIELD AVENUE	  	BERKELEY HEIGHTS	  	NJ	  	Assessment
	56096	  	SPRINGSIDE & WOODLANE RDS.	  	WESTAMPTON TWP	  	NJ	  	Operation and Maintenance
	56097	  	377 SO. BLACK HORSE TPKE	  	WILLIAMSTOWN	  	NJ	  	Closure Activities
	56098	  	914 BLACK HORSE PIKE	  	BLACKWOOD	  	NJ	  	Closure Activities
	56101	  	1870 Kuser Rd.	  	Trenton	  	NJ	  	Closure Activities
	56102	  	1 MAIN STREET	  	LODI	  	NJ	  	Closure Activities
	56106	  	380 SOUTH CLINTON STREET	  	EAST ORANGE	  	NJ	  	Assessment
	56108	  	790 KEARNY AVENUE	  	KEARNY	  	NJ	  	Closure Activities
	56109	  	1407 MAIN STREET	  	BELMAR	  	NJ	  	Closure Activities
	56111	  	CAMDEN & COTTAGE ROAD	  	MOORESTOWN	  	NJ	  	Assessment
	56113	  	2313 Rt 71 and Wail Rd	  	Spring Lake Heights	  	NJ	  	O & M
	56115	  	Berlin & Bryant Avenues	  	Lindewold	  	NJ	  	Closure Compliance Activities
	56117	  	700 WOODBURY-GLASSBORO ROAD	  	SEWELL	  	NJ	  	Assessment
	56118	  	1213 ROUTE 27	  	FRANKLIN TWP.	  	NJ	  	Assessment
	56124	  	1212 BLACKWOOD CLEMENTON ROAD	  	CLEMENTON	  	NJ	  	Assessment









									
	56132	  	4th & Main Streets	  	Asbury Park	  	NJ	  	O & M
	56136	  	45 RIDGE PIKE	  	LYNDHURST	  	NJ	  	Assessment
	56138	  	184 SOUTH AVE. (3RD AVE.)	  	FANWOOD	  	NJ	  	Assessment
	56139	  	119 GODWIN AVENUE	  	MIDLAND PARK	  	NJ	  	Assessment
	56145	  	3639 ROUTE 9	  	FREEHOLD	  	NJ	  	Assessment
	56149	  	91 BRICK BOULEVARD	  	BRICK	  	NJ	  	Operation and Maintenance
	56156	  	1 WEST 9TH STREET	  	OCEAN CITY	  	NJ	  	Assessment
	56157	  	804 ROUTE 530	  	WHITING	  	NJ	  	Assessment
	56159	  	2050 Black Horse Pike	  	Turnersville	  	NJ	  	RAP Implementation
	56167	  	414 ROUTE 206	  	HILLSBOROUGH	  	NJ	  	Assessment
	56169	  	128 Chestnut Ridge Road	  	Montvale	  	NJ	  	O & M
	56206	  	ROUTE #1 AND WASHINGTON R	  	PRINCETON	  	NJ	  	Operation and Maintenance
	56215	  	1705 Route 33	  	Neptune	  	NJ	  	O & M
	56230	  	86 Doremus Avenue	  	Newark	  	NJ	  	Assessment
	56250	  	207 MONMOUTH RD	  	OAKHURST	  	NJ	  	Assessment
	56258	  	118 MAIN ST	  	TUCKERTON	  	NJ	  	Assessment
	56260	  	Gateway & Lincoln Avenue	  	W. Deptford	  	NJ	  	Predelineation
	56263	  	176 W. End Avenue	  	Somerville	  	NJ	  	Closure Activities
	56275	  	1942 LINCOLN HIGHWAY	  	EDISON	  	NJ	  	Assessment
	56276	  	1490 Bergen Boulevard	  	Fort Lee	  	NJ	  	O & M
	56291	  	125 RAILROAD AVENUE	  	RIDGEFIELD PARK	  	NJ	  	Closure Activities
	56803	  	125 North Washington Ave	  	Bergenfield	  	NJ	  	Closure Compliance Activities
	56811	  	490 CENTRAL AVE. (SCOTLAN	  	ORANGE	  	NJ	  	Assessment
	56815	  	2 WEST SAINT GEORGE AVENUE	  	LINDEN	  	NJ	  	Operation and Maintenance
	56818	  	721 East Passaic Avenue	  	Bioomfield	  	NJ	  	Closure Compliance Activities
	56821	  	252 Irvington Avenue	  	South Orange	  	NJ	  	Closure Activities
	56822	  	758 18th Avenue	  	Irvington	  	NJ	  	Predelineation
	56843	  	2701 Morris Avenue	  	Union	  	NJ	  	Closure Compliance Activities
	56844	  	110 Centre Street	  	Nutley	  	NJ	  	Closure Activities
	56847	  	1112 ROUTE 22	  	MOUNTAINSIDE	  	NJ	  	Assessment
	56848	  	85 DODD STREET	  	EAST ORANGE	  	NJ	  	Assessment
	56852	  	134 NJ Route 4	  	Englewood	  	NJ	  	Closure Activities
	56853	  	255 DIAMOND BRIDGE ROAD	  	HAWTHORNE	  	NJ	  	Closure Activities
	56862	  	1208 CENTRAL AVENUE	  	CLARK	  	NJ	  	Assessment
	56868	  	BLOOMFIELD & ALLWOOD AVENUES	  	CLIFTON	  	NJ	  	Operation and Maintenance
	56869	  	749 Lyons Avenue	  	Irvington	  	NJ	  	Closure Activities









									
	56871	  	450 New York Avenue	  	Jersey City	  	NJ	  	O & M
	56872	  	39 CENTRAL AVENUE	  	JERSEY CITY	  	NJ	  	Assessment
	56873	  	989 Somerset Street	  	Watchung	  	NJ	  	Closure Activities
	56877	  	Shunpike & Green Village	  	Green Village	  	NJ	  	Closure Compliance Activities
	56881	  	ROUTE 46 & MILL STREET	  	ELMWOOD PARK	  	NJ	  	Assessment
	56882	  	58 Greenbrook Road	  	N. Piainfield	  	NJ	  	Closure Compliance Activities
	56889	  	921 MONTGOMERY ST.	  	JERSEY CITY	  	NJ	  	Assessment
	56891	  	171 Bloomfield Avenue	  	Bloomfield	  	NJ	  	Closure Activities
	56892	  	88 E. Mcfarlan Street	  	Dover	  	NJ	  	Closure Activities
	56893	  	Bordentown Ave & Ernston	  	Parlin	  	NJ	  	Closure Activities
	56896	  	1131 St. George Avenue	  	Colonia	  	NJ	  	Closure Activities
	56898	  	1118 HAMBURG TURNPIKE	  	WAYNE	  	NJ	  	Assessment
	56899	  	N.J. ROUTE #17 -(SOUTH)	  	HASBROUCK HGT	  	NJ	  	Operation and Maintenance
	56904	  	571 INMAN AVENUE (JORDAN)	  	COLONIA	  	NJ	  	Closure Activities
	56906	  	1189 ENGLISHTOWN ROAD	  	OLD BRIDGE	  	NJ	  	Assessment
	56909	  	381 RIVER ROAD & MADISON	  	NEW MILFORD	  	NJ	  	Closure Compliance Activities
	56915	  	51 North Walnut Street	  	Ridgewood	  	NJ	  	Closure Activities
	56916	  	LAFAYETTE & WAGARAW	  	HAWTHORNE	  	NJ	  	Closure Activities
	56919	  	1220 Route 23	  	Wayne	  	NJ	  	Closure Activities
	56921	  	615 Washington Avenue	  	Washington	  	NJ	  	Closure Compliance Activities
	56922	  	357 NJ Route #117	  	Paramus	  	NJ	  	Closure Activities
	56924	  	606 Midland Avenue and Outwater Lane	  	Garfield	  	NJ	  	Closure Activities
	56925	  	676 GARFIELD AVE.	  	JERSEY CITY	  	NJ	  	Assessment
	56926	  	2284 Route #4	  	Fort Lee	  	NJ	  	Closure Activities
	56933	  	91 LEONARDVILLE ROAD	  	BELFORD	  	NJ	  	Assessment
	56935	  	157 Broad Street	  	Eatontown	  	NJ	  	Closure Activities
	56939	  	Ocean & Riverdale	  	MONMOUTH BC	  	NJ	  	Closure Activities
	56955	  	Main St & Glen Echo Ave.	  	Swedesboro	  	NJ	  	Closure Activities
	56959	  	NICHOLSON RD.& WHITE HORS	  	AUDOBON	  	NJ	  	Closure Compliance Activities
	56962	  	1067 SOUTH BROAD STREET	  	TRENTON	  	NJ	  	Closure Activities
	56965	  	579 South Broad Street	  	Trenton	  	NJ	  	Closure Compliance Activities
	56986	  	101 WHITE HORSE PK & EVESHAM	  	MAGNOLIA	  	NJ	  	RAP Implementation
	56997	  	1781 W. 7TH STREET	  	PISCATAWAY	  	NJ	  	Assessment
	56999	  	585 Northfield Avenue	  	West Orange	  	NJ	  	O & M
	58014	  	5510 BROADWAY	  	BRONX	  	NY	  	RAP Implementation
	58015	  	8202 7th Avenue	  	Brooklyn	  	NY	  	Assessment









									
	58017	  		  	Yonkers	  	NY	  	Closure Activities
	58019	  	286 ASHBURTON AVE	  	YONKERS	  	NY	  	Assessment
	58033	  	1185 WEST BROADWAY	  	HEWLETT	  	NY	  	Assessment
	58034	  	601 Port Washington Boulevard	  	Port Washington	  	NY	  	O & M
	58049	  	311 MC LEAN AVENUE	  	YONKERS	  	NY	  	Closure Activities
	58053	  	9616 Flatlands Avenue	  	Brooklyn	  	NY	  	Closure Activities
	58071	  	114-05 Farmers Boulevard	  	St. Albans	  	NY	  	Closure Activities
	58072	  	ROUTES 9 AND 9G	  	RHINEBECK	  	NY	  	Operation and Maintenance
	58077	  	2495 Cropsey Avenue	  	Brooklyn	  	NY	  	Closure Activities
	58097	  	720 North Avenue	  	New Rochelle	  	NY	  	O & M
	58108	  	11 East Post Road	  	White Plains	  	NY	  	O & M
	58111	  	751 WHITE PLAINS RD	  	SCARSDALE	  	NY	  	Operation and Maintenance
	58161	  	1245 NEPPERHAN AV.	  	YONKERS	  	NY	  	Assessment
	58181	  	734 PARK AVENUE	  	HUNTINGTON	  	NY	  	Assessment
	58261	  	RIVERSIDE AVE.	  	RENSSELAER	  	NY	  	Operation and Maintenance
	58329	  	171 N HIGHLAND AV	  	OSSINING	  	NY	  	Operation and Maintenance
	58393	  	RT. 9 (186 ALBANY POST RD	  	HYDE PARK	  	NY	  	Closure Activities
	58401	  	3700 Barger Street	  	Shrub Oak	  	NY	  	Operation and Maintenance
	58409	  	119 West 145th Street	  	New York	  	NY	  	O & M
	58415	  	2001 Gravesend Neck Road	  	Brooklyn	  	NY	  	O & M
	58441	  	1881 Forest Avenue	  	Staten Island	  	NY	  	O & M
	58442	  	1201 Victory Boulevard	  	Staten Island	  	NY	  	Closure Activities
	58443	  	717 Richmond Road	  	Staten Island	  	NY	  	Closure Activities
	58505	  	1314 Sedgwick Avenue	  	Bronx	  	NY	  	Closure Activities
	58514	  	4116 Broadway (174th St.)	  	New York	  	NY	  	Closure Activities
	58515	  	3060 Broadway	  	Nyack	  	NY	  	Closure Activities
	58526	  	118-01 Rockaway Boulevard	  	Ozone Park	  	NY	  	O & M
	58547	  	34-02 31st St.	  	Astoria	  	NY	  	O & M
	58553	  	5931 Amboy Road	  	Staten Island	  	NY	  	Closure Activities
	58563	  	MERRICK ROAD & WYNSUM AVE	  	MERRICK	  	NY	  	Assessment
	58574	  	241 TERRY ROAD	  	SMITHTOWN	  	NY	  	Closure Activities
	58579	  	510 Uniondale Avenue	  	Uniondale	  	NY	  	Closure Activities
	58585	  	73-01 Beach Channel Drive	  	Arverne	  	NY	  	Closure Activities
	58592	  	242 Dyckman Street	  	New York	  	NY	  	O & M
	58598	  	3249 LAWSON BLVD.	  	OCEANSIDE	  	NY	  	Closure Activities
	58599	  	1386 WANTAGH AVENUE	  	WANTAGH	  	NY	  	Assessment









									
	58603	  	1784 BROADWAY	  	HEWLETT	  	NY	  	Assessment
	58605	  	78-01 Linden Boulevard	  	Howard Beach	  	NY	  	RAP Implementation
	58704	  	Milton and Prospect Street	  	Ballston Spa	  	NY	  	Closure Activities
	58705	  	1324 SARATOGA ROAD	  	BALLSTON SPA	  	NY	  	Closure Activities
	58711	  	308 Delaware Avenue	  	Delmar	  	NY	  	Operation and Maintenance
	58712	  	8 CANAL STREET	  	ELLENVILLE	  	NY	  	Closure Activities
	58717	  	17 Albany Avenue	  	Green Island	  	NY	  	O & M
	58718	  	1493 Route 9	  	Halfmoon	  	NY	  	Closure Activities
	58720	  	499 West Main Street	  	Hancock	  	NY	  	Operation and Maintenance
	58722	  	736 New Louden Road	  	Latham	  	NY	  	Closure Activities
	58725	  	RT 44	  	MILLERTON	  	NY	  	Assessment
	58728	  	3497 State Street	  	Niskayuna	  	NY	  	O & M
	58731	  	363 HOOKER AVENUE	  	POUGHKEEPSIE	  	NY	  	Closure Activities
	58733	  	985 Route 149	  	Queensbury	  	NY	  	Operation and Maintenance
	58741	  	3775 Main Street	  	Warrensburg	  	NY	  	Operation and Maintenance
	58743	  	23 MAIN STREET	  	HUDSON FALLS	  	NY	  	Closure Activities
	58750	  	60 North Central Avenue	  	Mechanicville	  	NY	  	Closure Activities
	58751	  	91 RTE 17K	  	NEWBURGH	  	NY	  	Closure Activities
	58753	  	784 ULSTER AVE	  	KINGSTON	  	NY	  	Assessment
	58772	  	RT 32 QUARRYVILLE	  	SAUGERTIES	  	NY	  	Closure Activities
	58794	  	441 Main Street	  	Cairo	  	NY	  	Closure Activities
	58808	  	Route 82	  	West Taghkanic	  	NY	  	Closure Activities
	58843	  	262-12 HILLSIDE AVENUE	  	FLORAL PARK	  	NY	  	Assessment
	58864	  	2540 SOUTH PARK AVENUE	  	LACKAWANNA	  	NY	  	Assessment
	58868	  	1310 SHERIDAN DRIVE	  	TONAWANDA	  	NY	  	Closure Activities
	58870	  	701 ORCHARD PARK ROAD	  	WEST SENECA	  	NY	  	Assessment
	67215	  	40th Street & Powelton Ave.	  	Philadelphia	  	PA	  	Closure Compliance Activities
	67217	  	6900 Frankford Avenue	  	Philadelphia	  	PA	  	Closure Activities
	67235	  	MARSHALL & MARKLEY STREET	  	NORRISTOWN	  	PA	  	Closure Compliance Activities
	67243	  	596 LANCASTER AVE. & PENN ST.	  	BRYN MAWR	  	PA	  	Closure Compliance Activities
	67244	  	725 FAYETTE STREET	  	CONSHOHOCKEN	  	PA	  	Closure Compliance Activities
	67255	  	1701 N 33RD ST	  	PHILADELPHIA	  	PA	  	Closure Compliance Activities
	67265	  	5700 Ridge Avenue & Shurs	  	Philadelphia	  	PA	  	Closure Activities
	67266	  	EASTON RD. & LOWBER AVE.	  	PHILADELPHIA	  	PA	  	Closure Compliance Activities
	67276	  	7800 RIDGE AVENUE	  	PHILADELPHIA	  	PA	  	Closure Compliance Activities
	67288
	  	RT 1 & OLD LINCOLN HWY.	  	TREVOSE	  	PA	  	Closure Compliance Activities









									
	67367	  	5300 SPRINGFIELD ROAD	  	CLIFTON HEIGHTS	  	PA	  	Assessment
	67382	  	1194 CHESTER PIKE&CLIFTON AVE	  	SHARON HILL	  	PA	  	Closure Activities
	67398	  	EASTON ROAD & PATANE AVE.	  	ROSLYN	  	PA	  	Closure Activities
	67405	  	2 W. BRIDGE STREET	  	MORRISVILLE	  	PA	  	Closure Compliance Activities
	67416	  	3796 Oxford Valley Road	  	Levittown	  	PA	  	Closure Activities
	67418	  	2391 DURHAM RD. (NEWPORTVI)	  	LANGHORNE	  	PA	  	Closure Activities
	67423	  	ROUTE #309 & PARK AVENUE	  	QUAKERTOWN	  	PA	  	Closure Activities
	67425	  	Route #113 & Telford Pike	  	Souderton	  	PA	  	Closure Compliance Activities
	67426	  	798 SUMNEYTOWN PIKE	  	LANSDALE	  	PA	  	Closure Activities
	67428	  	STATE RD & HIGHLAND	  	UPPER DARBY	  	PA	  	Assessment
	67432	  	Main Route #611 & East Street	  	Coopersburg	  	PA	  	O & M
	67433	  	Rt 202 & Dilworthtown Rd.	  	Doylestown	  	PA	  	RAP Implementation
	67434	  	760 2ND STREET PIKE	  	RICHBORO	  	PA	  	RAP Implementation
	67435	  	191 DURHAM RD.	  	PENNDEL	  	PA	  	Assessment
	67436	  	1401 ROUTE 202	  	WEST CHESTER	  	PA	  	Closure Activities
	67437	  	301 EAST JOHNSON HIGHWAY	  	NORRISTOWN	  	PA	  	Closure Compliance Activities
	67596	  	2300 Market St.	  	Paradise	  	PA	  	Closure Activities
	67598	  	2100 Market Street	  	Linwood	  	PA	  	O & M
	67599	  	2425 Middletown Road	  	Elizabethtown	  	PA	  	Closure Activities
	67603	  	2324 N GEORGE ST	  	YORK	  	PA	  	Closure Compliance Activities
	67607	  	7002 WOODLAND AVENUE	  	PHILADELPHIA	  	PA	  	RAP Implementation
	67611	  	550 South Main Street	  	Shrewsbury	  	PA	  	Closure Activities
	67617	  	3650 WILLIAM PENN HWY	  	PALMER TWP.	  	PA	  	Assessment
	67624	  	6100 YORK ROAD	  	NEW OXFORD	  	PA	  	Closure Activities
	67627	  	103-121 CARLISLE ST	  	HANOVER	  	PA	  	Assessment
	67632	  	2873 E. PROSPECT ROAD (LONGSTN)	  	YORK	  	PA	  	Operation and Maintenance
	67635	  	850 CARLISLE AVE (DELCO GETTY)	  	YORK	  	PA	  	Closure Compliance Activities
	67636	  	3730 Carlisle Road	  	Dover	  	PA	  	Closure Activities
	67639	  	816 WEST HIGH STREET	  	CARLISLE	  	PA	  	RAP Implementation
	67642	  	4601 CARLISLE PIKE GETTY	  	MECHANICSBURG	  	PA	  	Assessment
	67649	  	2 South High Street	  	Biglerville	  	PA	  	Assessment
	67654	  	911 Eisenhower Blvd	  	Middletown	  	PA	  	Closure Activities
	67663	  	3031 MOUNT CARMEL AVENUE	  	GLENSIDE	  	PA	  	Closure Activities
	68001	  	7780 Post Road	  	North Kingstown	  	RI	  	Closure Activities
	68009	  	795 West Main Road	  	Middletown	  	RI	  	Closure Activities
	68629	  	1307 Post Road	  	Warwick	  	RI	  	Closure Activities









									
	68646	  	4087 Tower Hill Road	  	Wakefield	  	RI	  	RAP Implementation
	69408	  	1505 PEMBROKE ROAD	  	BETHLEHEM	  	PA	  	Closure Activities
	69409	  	13TH & NORTHAMPTON STREETS	  	EASTON	  	PA	  	Assessment
	69419	  	200 NORTH 4TH STREET	  	HAMBURG	  	PA	  	Assessment
	69420	  	300 Morgantown Road	  	Reading	  	PA	  	Closure Activities
	69428	  	3568 Newport Road	  	Intercourse	  	PA	  	O & M
	69439	  	203 S. Third Street	  	Oxford	  	PA	  	Closure Activities
	69466	  	839 FERN AVENUE	  	KENHORST	  	PA	  	Closure Activities
	69476	  	602 S. Main Street	  	Shrewsbury	  	PA	  	Closure Activities
	69483	  	N. MAIN STREET EXTENDED	  	RED LION	  	PA	  	Closure Compliance Activities
	69493	  	824 YORK STREET	  	HANOVER	  	PA	  	Assessment
	69497	  	Route 272 Poplar Street	  	Adamstown	  	PA	  	Closure Activities
	69504	  	312 W MAIN ST.	  	WEST HOLLAND	  	PA	  	Assessment
	69672	  	1248 N.9TH STREET	  	READING	  	PA	  	Closure Activities
	69676	  	Second Street	  	St. Clair	  	PA	  	Closure Activities
	69682	  	Main & S.High Streets	  	Arendtsville	  	PA	  	O & M
	69685	  	1070 Trindle Road	  	Carlisle	  	PA	  	Closure Activities
	69688	  	45 E. Hanover Street	  	Bonneauville	  	PA	  	Closure Activities
	69689	  	Route 16 Pennsylvania Hwy.	  	Shady Grove	  	PA	  	Assessment
	69690	  	Route 16	  	Mcconnellsburg	  	PA	  	Closure Activities
	93257	  	1542 Old New Windsor Pike	  	New Windsor	  	MD	  	Closure Activities
	94412	  	626 Adamsville Road	  	Westport	  	MA	  	Closure Activities
	95117	  		  		  	NJ	  	Closure Activities
	95134	  	1022 Chestnut Street	  	Roselle	  	NJ	  	Closure Compliance Activities
	95141	  	Main St & Amwell Ave	  	Millstone	  	NJ	  	Closure Compliance Activities
	95142	  	RT 206 & Bell Ave	  	Raritan	  	NJ	  	Closure Compliance Activities
	95153	  	354 Avenue C	  	Bayonne	  	NJ	  	Closure Activities
	95192	  	201 East Jersey Street	  	Elizabeth	  	NJ	  	Closure Activities
	95214	  	753-763 Sanford Ave	  	Newark	  	NJ	  	Closure Activities
	95317	  	39 Hightstown Rd.	  	Princeton Jet.	  	NJ	  	Closure Compliance Activities
	95337	  	315 Bloomfield Rd.	  	Newark	  	NJ	  	O & M
	95456	  	208 E. Franklin Tpke	  	HoHoKus	  	NJ	  	Closure Compliance Activities
	95534	  	27 Bisson Avenu	  	Laconia	  	NH	  	Closure Activities
	96904	  	West Main & Woolsey	  	Middletown	  	RI	  	RAP Implementation
	97126	  	640 West 15th Street	  	Hazleton	  	PA	  	Closure Compliance Activities
	97199	  	Roosevelt & Mascher	  	Philadelphia	  	PA	  	Assessment









									
	97211	  	Routes 413 & 232	  	Wrightstown	  	PA	  	Closure Compliance Activities
	98261	  	460 Saw Mill River Road	  	Yonkers	  	NY	  	Closure Activities
	98326	  	26 Paxton Avenue	  	Bronxville	  	NY	  	Closure Activities








 SCHEDULE 7.01—SCHEDULE OF CONDEMNATIONS 

 

											
	Property #	 	  	Address	  	City	  	State	  	 
	 	110	  	  	2815 Horseblock Road	  	Medford	  	NY	  	Partial
	 	156	  	  	300 Smith Street	  	Poughkeepsie	  	NY	  	Total
	 	160	  	  	1364 Route 9w	  	Marlboro	  	NY	  	To be determined
	 	535	  	  	310 Bay Shore Road	  	North Babylon	  	NY	  	Partial
	 	606	  	  	216 Merrow Road	  	Tolland	  	CT	  	Partial
	 	655	  	  	4431 Route 9	  	Freehold	  	NJ	  	Partial
	 	6153	  	  	228 Pine Street	  	Bristol	  	CT	  	Partial
	 	29101	  	  	11055 Baltimore Avenue,	  	Beltsville,	  	MD	  	To be determined
	 	30603	  	  	245 Haverhill Street	  	Methuen	  	MA	  	To be determined
	 	30619	  	  	163-164 Pelham Street	  	Methuen	  	MA	  	To be determined
	 	40054	  	  	5301 North Beach Street	  	Fort Worth	  	TX	  	Partial
	 	40055	  	  	307 East FM 2410	  	Harker Heights	  	TX	  	Partial
	 	40062	  	  	12310 NW H.K. Dodgen Loop	  	Temple	  	TX	  	Partial
	 	56118	  	  	1213 Route 27	  	Franklin Twp	  	NJ	  	Partial
	 	56119	  	  	29 Rt. 12 & Broad St.	  	Flemington	  	NJ	  	Partial
	 	56156	  	  	1 West 9th Street	  	Ocean City	  	NJ	  	Partial
	 	56886	  	  	1060 Stuyvesant Ave,	  	Irvington	  	NJ	  	Partial
	 	56959	  	  	Nicholson Road & White Horse Pike	  	Audubon	  	NJ	  	Partial
	 	58144	  	  	1525 Montauk Hwy	  	Mastic	  	NY	  	Partial
	 	58295	  	  	1164 Route 112	  	Port Jefferson	  	NY	  	Partial
	 	58735	  	  	2976 Hamburg Street	  	Rotterdam	  	NY	  	Partial
	 	58743	  	  	23 Main Street	  	Hudson Falls	  	NY	  	Partial
	 	58838	  	  	1580 Straight Path	  	Wyandanch	  	NY	  	Total
	 	67235	  	  	552-554 Markley Street	  	Norristown	  	PA	  	Partial
	 	67288	  	  	Rt. 1 & Old Lincoln Hwy.	  	Trevose	  	PA	  	Partial
	 	67632	  	  	2890 East Prospect Street	  	York	  	PA	  	Partial
	 	69690	  	  	Route 16	  	McConnellsburg	  	PA	  	Partial
	 	71517	  	  	16575 Mountain Road	  	Montpelier	  	VA	  	Partial
	 	85004	  	  	6563 Commonwealth Ave.	  	Jacksonville	  	FL	  	Partial








 EXHIBIT A 
 ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (the
“Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the
Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of
such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit or guarantees) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 
  


	1.	Assignor: 

  

	2.	Assignee:                          
                                         
                          


	                          
                              [	and is an Affiliate/Approved Fund of [identify Lender]2] 

  

	3.	Borrower(s): 

  

	4.	Administrative Agent:                       
                             , as the administrative agent under the Credit Agreement


  

	5.	Credit Agreement: The $175,000,000 Amended and Restated Credit Agreement dated as of March [        ], 2012 among Getty Realty
Corp., the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 

  

 
 2 Select as applicable. 

  
 A-1










	6.	Assigned Interest: 

  

													
	 Facility Assigned
	  	Aggregate Amount 
of
Commitment/Loans for
all Lenders	 	  	Amount of
Commitment/Loans
Assigned	 	  	Percentage Assigned 
of
Commitment/Loans	 
		  	$	 	  	  	$	 	  	  	 	%	  
		  	$	 	  	  	$	 	  	  	 	%	  
		  	$	 	  	  	$	 	  	  	 	%	  

 Effective Date:             ,
20            [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR


  

			
	[NAME OF ASSIGNOR]


  

			
		
	By:	 	 
	Title:	 	


  

			
	ASSIGNEE


  

			
	[NAME OF ASSIGNEE]


  

			
		
	By:	 	 
	Title:	 	



  
 A-2









 [Consented to and] Accepted: 
 [NAME OF ADMINISTRATIVE AGENT], as 
 Administrative Agent 

 

			
		
	By	 	 
	Title:	 	

 [Consented to:] 

[NAME OF RELEVANT PARTY] 
  

			
		
	By	 	 
	Title:	 	


  
 A-3









 ANNEX 1 
 [                    ] 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION

 1. Representations and Warranties. 
 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes
no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other document or agreement executed in connection therewith (with the Credit Agreement, collectively,
the “Loan Documents”), (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document. 
 1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements,
if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is
any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent,
the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 
 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. 
 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may
be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption 

  
 A-4









 
by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of New York [confirm that choice of law provision parallels the Credit Agreement]. 

  
 A-5









 EXHIBIT B 
 OPINION OF COUNSEL FOR THE BORROWER 
 [Effective Date] 

To the Lenders and the Administrative 

  Agent Referred to Below 

c/o JPMorgan Chase Bank, N.A., as 

  Administrative Agent 
 270 Park
Avenue 
 New York, New York 10017 
 Dear Sirs: 
 We have acted as counsel for Getty Realty Corp., a Maryland
corporation (the “Borrower”), in connection with the Amended and Restated Credit Agreement dated as of March [        ], 2012 (the “Credit Agreement”), among the Borrower, the banks and
other financial institutions identified therein as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto. Terms defined in the Credit Agreement are used herein with the same meanings. 

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. 

Upon the basis of the foregoing, we are of the opinion that: 
 1. The Borrower (a) is a corporation duly organized, validly existing and in good standing under the laws of Maryland, (b) has all requisite power and authority to carry on its business as now
conducted and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where
such qualification is required. 
 2. The Transactions are within the Borrower’s corporate powers and have been duly
authorized by all necessary corporate and, if required, stockholder action. The Credit Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity
or at law. 
 3. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower
or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give
rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries. 

  
 B-1









 4. There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to our knowledge, threatened against or affecting the Borrower or any of its Subsidiaries (a) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (other than the Disclosed Matters) or (b) that involve the Credit Agreement or the Transactions. 

5. Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935. 

We are members of the bar of the State of [            ] and the foregoing
opinion is limited to the laws of the State of Maryland, the State of New York, [the General Corporation Law of the State of Delaware] and the Federal laws of the United States of America. We note that the Credit Agreement is governed by the laws of
the State of New York [and, for purposes of the opinion expressed in paragraph 2 above, we have assumed that the laws of the State of New York do not differ from the laws of Maryland in any manner that would render such opinion incorrect.] This
opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other Person (other than your successors and assigns as Lenders and Persons that acquire
participations in your Loans) without our prior written consent. 
 Very truly yours, 

[            ] 

  
 B-2









 EXHIBIT C 
 Form of Subsidiary Guaranty 
 GUARANTY 

THIS GUARANTY is entered into as of the             day of March,
2012, by EACH OF THE UNDERSIGNED and each other Person that becomes a party hereto pursuant to Section 13 (each a “Guarantor” and, collectively, the “Guarantors”) in favor of and for the benefit
of the Administrative Agent and the Lenders, as defined in the Credit Agreement referred to below. 
 RECITALS 

A. Pursuant to that certain Amended & Restated Credit Agreement dated the date hereof, by and among Getty Realty Corp. (the
“Company”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the various lenders as are or may from time to time become parties thereto (the
“Lenders”) (as the same may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), the Company will receive Loans and other financial accommodations from the Administrative Agent
and Lenders and will incur Indebtedness owing to the Administrative Agent and the Lenders (herein, the “Obligations”). 
 B. The Guarantors, being members of a group of entities affiliated with the Company and being engaged in related businesses, will receive direct and indirect benefits from such Loans and financial
accommodations. 
 C. Each Guarantor wishes to grant the Administrative Agent and Lenders security and assurance in order to
secure the payment and performance by the Company of all of its present and future Obligations, and, to that effect, to guaranty the Obligations as set forth herein. 
 Accordingly, each Guarantor hereby agrees as follows: 
 1. Guaranty.

 (a) Each Guarantor, jointly and severally, unconditionally and irrevocably guarantees to the Administrative Agent and the
Lenders the full and punctual payment by the Company, when due, whether at the stated due date, by acceleration or otherwise, of all Obligations of the Company, howsoever created, arising or evidenced, voluntary or involuntary, whether direct or
indirect, absolute or contingent, now or hereafter existing, owing to the Administrative Agent or the Lenders under the Loan Documents (collectively, the “Guaranteed Obligations”). This Guaranty is an absolute, unconditional,
continuing guaranty of payment and not of collection of the Guaranteed Obligations and includes Guaranteed Obligations arising from successive transactions which shall either continue such Guaranteed Obligations or from time to time renew such
Guaranteed Obligations after the same have been satisfied. This Guaranty is in no way conditioned upon any attempt to collect from the Company or upon any other event or contingency, and shall be binding upon and enforceable against each Guarantor
without regard to the validity or enforceability of the Credit Agreement, the Mortgages or any other Loan Document or of any term of any thereof. If for any reason the Company shall fail or be unable duly and punctually to pay any of the Guaranteed
Obligations (including, without limitation, amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), each Guarantor will forthwith pay the same, in cash,
immediately upon demand. 

  
 C-1









 (b) In the event the Credit Agreement or any other Loan Document shall be terminated as a
result of the rejection thereof by any trustee, receiver or liquidating agent of the Company or any of its properties in any bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar
proceeding, each Guarantor’s obligations hereunder shall continue to the same extent as if the Credit Agreement or such other Loan Document had not been so rejected. 
 (c) Each Guarantor shall pay all costs, expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and damages incurred in connection with the enforcement of the
Guaranteed Obligations of the Company under the Credit Agreement or any other Loan Document to the extent that such costs, expenses and damages are not paid by the Company pursuant to the respective documents. 

(d) Each Guarantor further agrees that if any payment made by the Company or any Guarantor to the Administrative Agent or the Lenders on
any Obligation or Guaranteed Obligation, as applicable, is rescinded, recovered from or repaid by the Administrative Agent or the Lenders, in whole or in part, in any bankruptcy, insolvency or similar proceeding instituted by or against the Company
or any Guarantor, this Guaranty shall continue to be fully applicable to such Guaranteed Obligation to the same extent as though the payment so recovered or repaid had never originally been made on such Guaranteed Obligation. 

(e) If any Event of Default shall have occurred and be continuing, the Administrative Agent, the Lenders, and any Affiliate of the
Administrative Agent or any Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held
and other indebtedness at any time owing by the Administrative Agent or the Lenders, or any Affiliate of the Administrative Agent or a Lender to or for the credit or the account of any Guarantor against any of and all the obligations of any
Guarantor now or hereafter existing under this Guaranty, irrespective of whether or not the Administrative Agent or any Lender shall have made any demand hereunder and although such obligations may be unmatured. The rights under this paragraph
1(e) are in addition to other rights and remedies (including other rights of set off) which the Administrative Agent and the Lenders may have. 
 2. Guaranty Continuing, Absolute, Unlimited. 
 The obligations of
each Guarantor hereunder shall be continuing, absolute, irrevocable, unlimited and unconditional, shall not be subject to any counterclaim, set-off, deduction or defense based upon any claim any Guarantor may have against the Administrative Agent,
any Lender or the Company or any other person, and shall remain in full force and effect without regard to, and, to the fullest extent permitted by applicable law, shall not be released, discharged or in any way affected by, any circumstance or
condition (whether or not any Guarantor shall have any knowledge or notice thereof) whatsoever which might constitute a legal or equitable discharge or defense including, but not limited to, (a) any express or implied amendment, modification or
supplement to the Credit Agreement or any other Loan Document or any other agreement referred to in any thereof, or any other instrument applicable to the Company or to the Loans, or the Letters of Credit or any part thereof, provided that in the
event that such amendment, modification or supplement shall decrease or discharge the amount of the Obligations, the Guaranty Obligations shall be similarly decreased or discharged; (b) any failure on the part of the Company to perform or
comply with the Credit Agreement or any other Loan Document or any failure of any other person to perform or comply with any term of the Credit Agreement or any other Loan Document or any other agreement as aforesaid; (c) any waiver, consent,
change, extension, indulgence or other action or any action or inaction under or in respect of the Credit Agreement or any other Loan Document or any other agreement as aforesaid, whether or not the Administrative Agent, any Lender, the Company or
any Guarantor has notice or knowledge of any of the foregoing; (d) any bankruptcy, 

  
 C-2









 
insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Company, or its properties or its creditors, or any action taken by any
trustee or receiver or by any court in any such proceeding; (e) any furnishing or acceptance of additional security or any release of any security; (f) any limitation on the liability or obligations of the Company under the Credit
Agreement or any other Loan Document or any termination, cancellation, frustration, invalidity or unenforceability, in whole or in part, of the Credit Agreement, this Guaranty or any other Loan Document or any term of any thereof; (g) any lien,
charge or encumbrance on or affecting any Guarantor’s or any of the Company’s respective assets and properties; (h) any act, omission or breach on the part of the Administrative Agent or any Lender under the Credit Agreement or any
other Loan Document or any other agreement at any time existing between the Administrative Agent, any Lender and the Company or any law, governmental regulation or other agreement applicable to the Administrative Agent, any Lender or any Loan;
(i) any claim as a result of any other dealings among the Administrative Agent, any Lender, any Guarantor or the Company; (j) the assignment of this Guaranty, the Credit Agreement or any other Loan Document by the Administrative Agent or
any Lender to any other Person, to the extent and in the manner permitted under the Credit Agreement; or (k) any change in the name of the Administrative Agent, any Lender, the Company or any other Person referred to herein. 

3. Waiver. 
 Each Guarantor unconditionally waives, to the fullest extent permitted by applicable law: (a) notice of any of the matters referred to in Section 2 hereof, except as expressly provided
herein; (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights against any Guarantor hereunder, including, without limitation, notice of the acceptance of this Guaranty, or the creation, renewal,
extension, modification or accrual of the Guaranteed Obligations or notice of any other matters relating thereto, any presentment, demand, notice of dishonor, protest, nonpayment of any damages or other amounts payable under the Credit Agreement or
any other Loan Documents; (c) any requirement for the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of the Credit Agreement or any other Loan Documents, including, without limitation, diligence
in collection or protection of or realization upon the Guaranteed Obligations or any part thereof or any collateral thereof; (d) any requirement of diligence; (e) any requirement to mitigate the damages resulting from a default by the
Company under the Credit Agreement or any other Loan Documents; (f) the occurrence of every other condition precedent to which any Guarantor or the Company may otherwise be entitled; (g) the right to require the Administrative Agent or the
Lenders to proceed against the Company or any other person liable on the Guaranteed Obligations, to proceed against or exhaust any security held by the Company or any other person, or to pursue any other remedy in the Administrative Agent’s or
any Lender’s power whatsoever, and (h) the right to have the property of the Company first applied to the discharge of the Guaranteed Obligations. 
 The Administrative Agent and the Lenders may, at their election, exercise any right or remedy they may have against the Company without affecting or impairing in any way the liability of any Guarantor
hereunder and each Guarantor waives, to the fullest extent permitted by applicable law, any defense arising out of the absence, impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of any
Guarantor against the Company, whether resulting from such election by the Administrative Agent or the Lenders or otherwise. Each Guarantor waives any defense arising by reason of any disability or other defense of the Company or by reason of the
cessation for any cause whatsoever of the liability, either in whole or in part, of the Company to the Administrative Agent and the Lenders for the Guaranteed Obligations. 
 Each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Company and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and agrees that neither the Administrative Agent nor the Lenders shall have any 

  
 C-3









 
duty to advise any Guarantor of information regarding any condition or circumstance or any change in such condition or circumstance. Each Guarantor acknowledges that neither the Administrative
Agent nor the Lenders have made any representations to any Guarantor concerning the financial condition of the Company. 
 4.
Representations and Covenants of each Guarantor. 
 (a) The representations and warranties contained in Article
III of the Credit Agreement, to the extent they relate and are applicable to a Guarantor, are true and correct in all material respects as of the date hereof (or, as to any Guarantor becoming a party to this Guaranty after the date hereof, as of the
date such Guarantor became a party hereto) and the Administrative Agent and the Lenders are entitled to rely on such representations and warranties to the same extent as though the same were set forth in full herein. 

(b) Each Guarantor hereby agrees to perform the covenants contained in Article V and Article VI of the Credit Agreement, to the extent
they relate and are applicable to the Guarantor, and the Administrative Agent and the Lenders are entitled to rely on such agreement to perform such covenants to the same extent as though the same were set forth in full herein. 

5. Payments. 
 Each payment by each Guarantor to the Administrative Agent and the Lenders under this Guaranty shall be made in the time, place and manner provided for payments in the Credit Agreement without set-off or
counterclaim to the account at which such payment is required to be paid by the Company under the Credit Agreement. 
 6.
Parties. 
 This Guaranty shall inure to the benefit of the Administrative Agent, the Lenders and their respective
successors, assigns or transferees, and shall be binding upon the Guarantors and their respective successors and assigns. No Guarantor may delegate any of its duties under this Guaranty without the prior written consent of the Agent and the Lenders.

 7. Notices. 
 (a) Notices shall be sent as follows: 
 (i) if to the Administrative Agent, to
JPMorgan Chase Bank, N.A., Credit Services Unit, 1 Bank One Plaza, Suite IL1-0874, Chicago, Illinois 60670, Attention of Nanette Wilson (Telecopy No. (888) 292-9533), with a copy to (x) JPMorgan Chase Bank, N.A., 395 North Service Road,
Melville, New York 11747, Attention of Alicia Schreibstein (Telecopy No. (631) 755-5184) and (y) Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104, Attention of Thomas P. McGovern; provided that
the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to the Administrative Agent; 
 (ii) if to any Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire; 
 (iii) if to a Guarantor, to it c/o Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention of Chief Financial Officer (Telecopy No. (516) 478-5403 with copies to: (x) Getty
Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention Chief Legal 

  
 C-4









 
Officer (Telecopy No. (516) 478-5490 and (y) DLA Piper LLP (US), 203 N. LaSalle Street, Suite 1900, Chicago, Illinois 60601, Attention: James M. Phipps, Esq. (Telecopy No.
(312) 251¬5735)]; provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to the Borrower or such Guarantor; 

(iv) as to each such party at such other address as such party shall have designated to the other in a written notice complying as to
delivery with the provisions of this Section 7. 
 (b) Notices and other communications to the Lenders hereunder may
be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent. The Administrative Agent or any Guarantor may, in its discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 
 (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party
hereto in accordance with the provisions of this Guaranty shall be deemed to have been given on the date of receipt. 
 8.
Remedies. 
 Each Guarantor stipulates that the remedies at law in respect of any default or threatened default by
a Guarantor in the performance of or compliance with any of the terms of this Guaranty are not and will not be adequate, and that any of such terms may be specifically enforced by a decree for specific performance or by an injunction against
violation of any such terms or otherwise. 
 9. Rights to Deal with the Company. 

At any time and from time to time, without terminating, affecting or impairing the validity of this Guaranty or the obligations of any
Guarantor hereunder, the Administrative Agent and the Lenders may deal with the Company in the same manner and as fully as if this Guaranty did not exist and shall be entitled, among other things, to grant the Company, without notice or demand and
without affecting any Guarantor’s liability hereunder (except to the extent of any change in the terms of such indebtedness), such extension or extensions of time to perform, renew, compromise, accelerate or otherwise change the time for
payment of or otherwise change the terms of indebtedness or any part thereof contained in or arising under the Credit Agreement or any other Loan Documents, or to waive any obligation of the Company to perform, any act or acts as the Administrative
Agent and the Lenders may deem advisable. 
 10. Subrogation. 

(a) Upon any payment made or action taken by a Guarantor pursuant to this Guaranty, such Guarantor shall, subject to the provisions of
Sections 10(b) and (c) hereof, be fully subrogated to all of the rights of the Administrative Agent and the Lenders against the Company arising out of the action or inaction of the Company for which such payment was made or action
taken by such Guarantor. 
 (b) Any claims of such Guarantor against the Company arising from payments made or actions taken by
such Guarantor pursuant to the provisions of this Guaranty shall be in all respects subordinate to the full and complete or final and indefeasible payment or performance and discharge, as the case may be, of all amounts, obligations and liabilities,
the payments or performance and discharge of which are guaranteed by this Guaranty, and no payment hereunder by a Guarantor shall give rise to any claim of such Guarantor against the Administrative Agent and the Lenders. 

  
 C-5









 (c) Notwithstanding anything to the contrary contained in this Section 10, no
Guarantor shall be subrogated to the rights of the Administrative Agent and the Lenders against the Company until all of the Obligations of the Company have been paid finally and indefeasibly in full, and that subrogation shall be suspended upon the
occurrence of the events described in Section 1(d) hereof until the Administrative Agent and the Lenders are indefeasibly paid in full. 
 11. Survival of Representations, Warranties, etc. 
 All representations,
warranties, covenants and agreements made herein, including representations and warranties deemed made herein, shall survive any investigation or inspection made by or on behalf of the Administrative Agent and the Lenders and shall continue in full
force and effect until all of the obligations of the Guarantors under this Guaranty shall be fully performed in accordance with the terms hereof, and until the payment in full of the Guaranteed Obligations. 

12. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OR CHOICE OF LAW. EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE STATE OF NEW YORK, COUNTY OF NEW YORK, COUNTY OF NASSAU OR COUNTY OF SUFFOLK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS GUARANTY OR THE
TRANSACTIONS CONTEMPLATED HEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH FEDERAL OR STATE COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS GUARANTY OR ANY DOCUMENT OR
ANY INSTRUMENT REFERRED TO HEREIN OR THE SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR AGREES (I) NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE
JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT AND (II) NOT TO ASSERT ANY COUNTERCLAIM IN ANY SUCH SUIT, ACTION OR PROCEEDING UNLESS SUCH COUNTERCLAIM IS
A MANDATORY OR COMPULSORY COUNTERCLAIM UNDER FEDERAL LAW OR NEW YORK STATE LAW, AS APPLICABLE. EACH GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN THIS GUARANTY OR
ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK. THE ADMINISTRATIVE AGENT, THE LENDERS AND EACH GUARANTOR IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

  
 C-6









 13. Additional Guarantors. At such time following the date hereof as any
Person desires, or is required pursuant to the Credit Agreement, to become a Guarantor under this Guaranty (a “Joinder Guarantor”), such Joinder Guarantor shall execute and deliver to the Lender a joinder agreement substantially in
the form of Exhibit J to the Credit Agreement (a “Joinder Agreement”), signifying its agreement to be bound by the provisions of this Guaranty as a Guarantor to the same extent as if such Joinder Guarantor had originally
executed this Guaranty as of the date hereof. Each of the other Guarantors hereby consents to the execution and delivery of such Joinder Agreement without any further notice or consent of such Guarantor. 

14. Miscellaneous. 
 (a) All capitalized terms used herein and not defined herein shall have the meanings specified in the Credit Agreement. 
 (b) This Guaranty is the joint and several obligation of each Guarantor, and may be enforced against each Guarantor separately, whether or not enforcement of any right or remedy hereunder has been sought
against any other Guarantor, by the Administrative Agent on behalf of the Lenders. Each Guarantor acknowledges that its obligations hereunder will not be released or affected by the failure of the other Guarantors to execute the Guaranty or by a
determination that all or a part of this Guaranty with respect to any other Guarantor is invalid or unenforceable. 
 (c) If any
term of this Guaranty or any application thereof shall be invalid or unenforceable, the remainder of this Guaranty and any other application of such term shall not be affected thereby. 

(d) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to
a maximum aggregate amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title Ill of the United States Code or
any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent
Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (a) in respect of intercompany indebtedness to the Company or an Affiliate of the Company to the extent that such indebtedness would be discharged in an amount
equal to the amount paid by such Guarantor hereunder and (b) under any guaranty of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which guaranty contains a limitation as to maximum amount
similar to that set forth in this paragraph, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as
determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement or similar rights of such Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an
equitable allocation among such Guarantor and of Affiliates of the Company of obligations arising under guaranties by such parties. 
 (e) Any term of this Guaranty may be amended, waived, discharged or terminated only by a written agreement executed by each Guarantor and by the Administrative Agent (acting with the consent of the
Required Lenders). 
 (f) The headings in this Guaranty are for purposes of reference only and shall not limit or define the
meaning hereof. 
 (g) No delay or omission by the Administrative Agent or a Lender in the exercise of any right under this
Guaranty shall impair any such right, nor shall it be construed to be waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise of any other right. 

[next page is signature page] 

  
 C-7









 IN WITNESS WHEREOF, the undersigned have caused this Guaranty to be executed and
delivered as of the day and year first above written. 
  

			
	 GETTY PROPERTIES CORP.
 GETTY TM CORP.
 AOC TRANSPORT, INC.

GETTYMART INC.
 LEEMILT’S
PETROLEUM, INC.
 SLATTERY GROUP INC.
 GETTY HI INDEMNITY, INC.
 GETTY LEASING, INC.

GTY NY LEASING, INC.
 GTY MA/NH
LEASING, INC.

		
	By:	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer


  

			
	 POWER TEST REALTY COMPANY
 LIMITED PARTNERSHIP

		
	By:	 	Getty Properties Corp., its General Partner
		
	By:	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer



  








 EXHIBIT D-1 
 REVOLVING NOTE 
  

			
	$            	  	March [        ], 2012

 FOR VALUE RECEIVED, GETTY REALTY CORP., a Maryland corporation (the “Borrower”),
promises to pay to the order of [Lender] (the “Lender”), on or before the Maturity Date, the principal amount of
            ($            ) DOLLARS, or, if less, the unpaid principal amount of all Revolving Loans made by the
Lender to the Borrower under the Credit Agreement referred to below. 
 The Borrower promises to pay interest on the unpaid
principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined, and to make principal repayments on this Note at the times which shall be determined, in accordance with the provisions of the
Credit Agreement referred to below. 
 This Note is one of the “Revolving Notes” referred to in the Amended and
Restated Credit Agreement, dated as of March [        ], 2012, by and among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the various Lenders (including the Lender) as are, or may from
time to time become, parties thereto (as the same may be amended, restated, modified or supplemented from time to time, the “Credit Agreement”) and is issued pursuant to and entitled to the benefits of the Credit Agreement to which
reference is hereby made for a more complete statement of the terms and conditions under which the Revolving Loans evidenced hereby were made and are to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in
the Credit Agreement. 
 Each of the Lender and any subsequent holder of this Note agrees, by its acceptance hereof, that before
transferring this Note it shall record the date, Type and amount of each Revolving Loan and the date and amount of each payment or prepayment of principal of each Revolving Loan previously made hereunder on the grid schedule annexed to this Note;
provided, however, that the failure of the Lender or holder to set forth such Revolving Loans, payments and other information on the attached grid schedule shall not in any manner affect the obligation of the Borrower to repay the Revolving Loans
made by the Lender in accordance with the terms of this Note. 
 This Note is subject to prepayment pursuant to
Section 2.11 of the Credit Agreement. 
 Upon the occurrence of an Event of Default, the unpaid balance of the principal
amount of this Note together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. 

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in
immediately available funds at the office of JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders under the Credit Agreement, located at 395 North Service Road, Melville, New York 11747 or at such other place as shall be designated in
writing for such purpose in accordance with the terms of the Credit Agreement. 
 No reference herein to the Credit Agreement
and no provision of this Note or the Credit Agreement shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the
currency herein prescribed. 

  
 D-1-1









 The Borrower and endorsers of this Note waive presentment, diligence, demand, protest, and
notice of any kind in connection with this Note. 
 THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 IN WITNESS
WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer, as of the day and year and at the place first above written. 

 

			
	GETTY REALTY CORP.
		
	By	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer



  
 D-1-2









 SCHEDULE 

 

													
	 Date of Loan
	  	Principal
Amount
of Loan	  	Type of Loan	  	Interest Rate	  	Applicable Interest
Period	  	Amount of
Principal
Paid	  	Notation
Made By


  
 D-1-3









 EXHIBIT D-2 
 TERM NOTE 
  

			
	$            	  	March [        ], 2012

 FOR VALUE RECEIVED, GETTY REALTY CORP., a Maryland corporation (the “Borrower”),
promises to pay to the order of             (the “Lender”), on or before the Maturity Date, the principal amount of
            , or, if less, the unpaid principal amount of all Term Loans made by the Lender to the Borrower under the Credit Agreement referred to below. 

The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at
the times which shall be determined, and to make principal repayments on this Note at the times which shall be determined, in accordance with the provisions of the Credit Agreement referred to below. 

This Note is one of the “Term Note” referred to in the Amended and Restated Credit Agreement, dated as of March
[        ], 2012, by and among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the various Lenders (including the Lender) as are, or may from time to time become, parties thereto (as the
same may be amended, restated, modified or supplemented from time to time, the “Credit Agreement”) and is issued pursuant to and entitled to the benefits of the Credit Agreement to which reference is hereby made for a more complete
statement of the terms and conditions under which the Term Loans evidenced hereby were made and are to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. 

Each of the Lender and any subsequent holder of this Note agrees, by its acceptance hereof, that before transferring this Note it shall
record the date, Type and amount of each Term Loan and the date and amount of each payment or prepayment of principal of each Term Loan previously made hereunder on the grid schedule annexed to this Note; provided, however, that the failure of the
Lender or holder to set forth such Term Loans, payments and other information on the attached grid schedule shall not in any manner affect the obligation of the Borrower to repay the Term Loans made by the Lender in accordance with the terms of this
Note. 
 This Note is subject to prepayment pursuant to Section 2.11 of the Credit Agreement. 

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note together with all accrued but unpaid
interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. 
 All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in immediately available funds at the office of JPMorgan Chase Bank, N.A.,
located at 395 North Service Road, Melville, New York 11747 or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. 

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligation of
the Borrower, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. 

  
 D-2-1









 The Borrower and endorsers of this Note waive presentment, diligence, demand, protest, and
notice of any kind in connection with this Note. 
 THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 IN WITNESS
WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer, as of the day and year and at the place first above written. 

 

			
	GETTY REALTY CORP.
		
	By	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer



  
 D-2-2









 SCHEDULE 

 

													
	 Date of Loan
	  	Principal
Amount
of Loan	  	Type of Loan	  	Interest Rate	  	Applicable
Interest
Period	  	Amount of Principal
Paid	  	Notation
Made By


  
 D-2-3









 EXHIBIT E 
 NOTICE OF BORROWING 

            , 201     

JPMorgan Chase Bank, N.A., 
 as
Administrative Agent 
 Gentlemen: 
 Pursuant to the Amended and Restated Credit Agreement dated as of March [        ], 2012 (as the same may have been and may hereafter be amended, modified or
supplemented the “Credit Agreement”) by and among Getty Realty Corp. (the “Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent and the various Lenders as are a party thereto, we hereby give you irrevocable notice that
we request a Revolving Loan as follows: 
  

			
	 1. Amount of Revolving Loan:
	  	$            
		
	 2. Borrowing Date: 
	  	
		
	 3. Type of Loan:
	  	[ABR Loan] [Eurodollar Loan]
		
	 4. Interest Period:
	  	[if applicable: 1,2,3,6 months or two-weeks]

 We hereby certify that (i) the representations and warranties contained in the Credit Agreement and
the other Loan Documents are true, correct and complete on and as of the date hereof to the same extent as though made on and as of the date hereof; (ii) no Default or Event of Default has occurred and is continuing under the Credit Agreement
or will result after giving effect to the Loan requested hereunder; (iii) the Borrower has performed all agreements and satisfied all conditions under the Credit Agreement required to be performed by it on or before the date hereof; and
(iv) after giving effect to the requested Revolving Loan, the sum of the total Revolving Credit Exposures shall not exceed the total Commitments. 
 Capitalized terms used herein but not defined shall have the respective meanings given to them in the Credit Agreement. 
 IN WITNESS WHEREOF, the Borrower has caused this document to be executed and delivered by its Executive Officer as of the date written above. 

 

			
	GETTY REALTY CORP.
		
	By	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer



  
 E-1









 EXHIBIT F 
 FORM OF MORTGAGE/DEED OF TRUST 
 FORM OF MORTGAGE 

 
  
 [            ]  
 (Mortgagor) 
 to  

JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent 
 (Mortgagee)  

 
  

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS 
 AND SECURITY AGREEMENT              
  

 
 Dated: As of
March             , 2012 
  

									
	Property Location:    	 	[	  		  		  	
		 		  		  		  	
		 		  		  	]	  	

 DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO: 

Morrison & Foerster LLP 
 1290 Avenue of the Americas 
 New York, New York 10104 

Attention: Thomas P. McGovern 
  

 

  
 F-1









 MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this
“Mortgage”), made as of March             , 2012, by [            ], a
[            ], having an address at [            ] (“Mortgagor”), to JPMORGAN CHASE BANK, N.A.,
as administrative agent for the Lenders (as hereinafter defined) (in such capacity, together with its successors and assigns, hereinafter referred to as “Mortgagee”), having an address at 1 Bank One Plaza, Suite IL1-0874,
Chicago, Illinois 60670. 
 Getty Realty Corp., the direct or indirect beneficial owner of Mortgagor (the
“Borrower”), Mortgagee and certain lenders party thereto (the “Lenders”) have entered into that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, modified,
restated, consolidated or supplemented from time to time, the “Credit Agreement”) pursuant to which the Lenders are making a secured loan to the Borrower in the aggregate original principal amount of up to $175,000,000 (the
“Loan”). Capitalized terms used herein without definition are used as defined in the Credit Agreement. The Loan is evidenced by one or more Term Notes and Revolving Notes dated the date hereof made by Mortgagor to the
respective order of the Lenders in the aggregate principal amount of the Loan (as the same may be amended, modified, restated, severed, consolidated, renewed, replaced, or supplemented from time to time, individually or collectively as the
context requires, the “Note”). 
 To secure Mortgagor’s obligations under that certain Guaranty,
dated as of the date hereof, made by Mortgagor and certain Affiliates of Mortgagor in favor of Mortgagee (the “Guaranty”), the payment of the Note, and the payment of all sums which may or shall become due thereunder or under
any of the other documents evidencing, securing or executed in connection with the Loan (the Note, this Mortgage, the Credit Agreement, the Guaranty and such other documents, as any of the same may, from time to time, be modified, amended or
supplemented, being hereinafter collectively referred to as the “Loan Documents”), including (i) the payment of interest and other amounts which would accrue and become due but for the filing of a petition in bankruptcy
(whether or not a claim is allowed against Borrower or Mortgagor for such interest or other amounts in any such bankruptcy proceeding) or the operation of the automatic stay under Section 362(a) of Title 11 of the United States Code (the
“Bankruptcy Code”), and (ii) the reasonable out-of-pocket costs and expenses of enforcing any provision of any Loan Document (all such sums being hereinafter collectively referred to as the
“Debt”), Mortgagor hereby irrevocably mortgages, grants, bargains, sells, conveys, transfers, pledges, sets over and assigns, and grants a security interest, to and in favor of Mortgagee on behalf of the Lenders, all of
Mortgagor’s right, title and interest in and to the land described in Exhibit A (the “Premises”), and the buildings, structures, fixtures and other improvements now or hereafter located thereon (the
“Improvements”); 
 TOGETHER WITH: all right, title, interest and estate of Mortgagor now owned,
or hereafter acquired, in and to the following property, rights, interests and estates (the Premises, the Improvements, and the property, rights, interests and estates hereinafter described are collectively referred to herein as the
“Mortgaged Property”): 
 (a) all easements, rights-of-way, strips and gores of land, streets, ways,
alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, rights to oil, gas, minerals, coal and other substances of any kind or character, and all estates, rights, titles, interests,
privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Premises and the Improvements; and the reversion and reversions, remainder and remainders, and all land
lying in the bed of any street, road, highway, alley or avenue, opened, vacated or proposed, in front of or adjoining the Premises, to the center line thereof; and all the estates, rights, titles, interests, dower and rights of dower, courtesy and
rights of courtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Premises and the Improvements and every part and parcel thereof, with the appurtenances thereto; 

  
 F-2









 (b) all machinery, furniture, furnishings, equipment, computer software and hardware,
fixtures (including all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), inventory, materials, supplies and other articles of personal property and accessions thereof, renewals and replacements thereof and
substitutions therefor, and other property of every kind and nature, tangible or intangible, owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located upon the Premises or the Improvements, or appurtenant
thereto, and usable in connection with the present or future operation and occupancy of the Premises and the Improvements (hereinafter collectively referred to as the “Equipment”), including any leases of, deposits in
connection with, and proceeds of any sale or transfer of any of the foregoing, and the right, title and interest of Mortgagor in and to any of the Equipment that may be subject to any “security interest” as defined in the Uniform
Commercial Code, as in effect in the state where the Mortgaged Property is located (the “UCC”), superior in lien to the lien of this Mortgage; 
 (c) all awards or payments, including interest thereon, that may heretofore or hereafter be made with respect to the Premises or the Improvements, whether from the exercise of the right of eminent domain
or condemnation (including any transfer made in lieu of or in anticipation of the exercise of such right), or for a change of grade, or for any other injury to or decrease in the value of the Premises or Improvements; 

(d) all leases and other agreements or arrangements heretofore or hereafter entered into affecting the use, enjoyment or occupancy of, or
the conduct of any activity upon or in, the Premises or the Improvements, including any extensions, renewals, modifications or amendments thereof (hereinafter collectively referred to as the “Leases”) and all rents, rent
equivalents, moneys payable as damages (including payments by reason of the rejection of a Lease in a proceeding under any state or federal bankruptcy or insolvency law or in lieu of rent or rent equivalents), royalties (including all oil and gas or
other mineral royalties and bonuses), income, fees, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form
or nature received by or paid to or for the account of or benefit of Mortgagor or its agents or employees from any and all sources arising from or attributable to the Premises and the Improvements, including all receivables, customer obligations,
installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Premises or the Improvements, or
rendering of services by Mortgagor or any of its agents or employees, and proceeds, if any, from business interruption or other loss of income insurance (hereinafter collectively referred to as the “Rents”), together with all
proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; 
 (e) all proceeds of and, other than with respect to blanket policies, any unearned premiums on any insurance policies covering the Mortgaged Property, including, without limitation, the right to receive
and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Mortgaged Property; 

(f) the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the
Mortgaged Property and to commence any action or proceeding to protect the interest of Mortgagee in the Mortgaged Property; 

(g) all accounts (including reserve accounts), escrows, documents, instruments, chattel paper, claims, deposits and general intangibles,
as the foregoing terms are defined in the UCC, and all franchises, trade names, trademarks, symbols, service marks, books, records, plans, specifications, designs, drawings, surveys, title insurance policies, permits, consents, licenses, management
agreements, contract rights (including any contract with any architect or engineer or with any other provider of goods 

  
 F-3









 
or services for or in connection with any construction, repair or other work upon the Mortgaged Property), approvals, actions, refunds of real estate taxes and assessments (and any other
governmental impositions related to the Mortgaged Property) and causes of action that now or hereafter relate to, are derived from or are used in connection with the Mortgaged Property, or the use, operation, maintenance, occupancy or enjoyment
thereof or the conduct of any business or activities thereon (hereinafter collectively referred to as the “Intangibles”); and 
 (h) all proceeds, products, offspring, rents and profits from any of the foregoing, including those from sale, exchange, transfer, collection, loss, damage, disposition, substitution or replacement of any
of the foregoing. 
 Without limiting the generality of any of the foregoing, in the event that a case under the Bankruptcy Code is commenced by
or against Mortgagor, pursuant to Section 552(b)(2) of the Bankruptcy Code, the security interest granted by this Mortgage shall automatically extend to all Rents acquired by the Mortgagor after the commencement of the case and shall constitute
cash collateral under Section 363(a) of the Bankruptcy Code. 
 TO HAVE AND TO HOLD the Mortgaged Property unto
Mortgagee and its successors and assigns, forever; 
 PROVIDED, HOWEVER, these presents are upon the express condition
that, if Mortgagor shall well and truly pay to Mortgagee and the Lenders the Debt at the time and in the manner provided in the Loan Documents and shall well and truly abide by and comply with each and every covenant and condition set forth in the
Loan Documents in a timely manner, these presents and the estate hereby granted shall cease, terminate and be void; 

AND Mortgagor represents and warrants to and covenants and agrees with Mortgagee, for the benefit of the Lenders, as follows:

 PART I—GENERAL PROVISIONS 
 1. Payment of Debt and Other Covenants, Conditions and Agreements. Mortgagor shall pay the Debt at the time and in the manner provided in the Loan Documents. Mortgagor agrees to insure,
repair, maintain and restore damage to the Mortgaged Property, pay Taxes and comply with all laws, regulations and orders of any Governmental Authority applicable to Mortgagor or its property and all indentures, agreements and other instruments
binding upon it or its property, in accordance with the Credit Agreement. 
 2. Leases and Rents. 

(a) Mortgagor does hereby absolutely and unconditionally assign to Mortgagee, on behalf of the Lenders, all of Mortgagor’s right,
title and interest in all current and future Leases and Rents, it being intended by Mortgagor that this assignment constitutes a present, absolute assignment, and not an assignment for additional security only. Such assignment shall not be construed
to bind Mortgagee or any Lender to the performance of any of the covenants or provisions contained in any Lease or otherwise impose any obligation upon Mortgagee or any Lender. Nevertheless, subject to the terms of this Section 2,
Mortgagee grants to Mortgagor a revocable license to operate and manage the Mortgaged Property, to exercise all of the rights of the landlord under the Leases and to collect the Rents subject to the requirements of the Credit Agreement; however,
upon the written revocation of such license by Mortgagee following the occurrence and during the continuance of an Event of Default, the license granted to Mortgagor herein shall be revoked and Mortgagee shall immediately upon such revocation be


  
 F-4









 
entitled to possession of all Rents in the Mortgagor’s account or accounts with the Mortgagee (including all subaccounts thereof) and all Rents collected thereafter (including Rents past due
and unpaid), whether or not Mortgagee enters upon or takes control of the Mortgaged Property. Mortgagor hereby grants and assigns to Mortgagee the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged
Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of such license may be applied toward payment of the Debt in such priority and proportions as Mortgagee in its sole discretion
shall deem proper. 
 (b) Mortgagor shall not enter into, modify, amend, cancel, terminate or renew any Lease except in
accordance with the Credit Agreement. 
 3. Use of Mortgaged Property. Mortgagor shall not initiate, join in, acquiesce
in or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Mortgaged Property. If under applicable zoning provisions the use of the
Mortgaged Property is or shall become a nonconforming use, Mortgagor shall not cause such nonconforming use to be discontinued or abandoned without the consent of Mortgagee. Mortgagor shall not (i) change the use of the Mortgaged Property,
(ii) commit any waste on or to the Mortgaged Property or (iii) take any steps to convert the Mortgaged Property to a condominium or cooperative form of ownership. 
 4. Transfer or Encumbrance of the Mortgaged Property. 
 (a) Mortgagor shall
not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof (a “Transfer”), or suffer or permit any Transfer to occur, other than a Permitted Encumbrance.

 (b) Neither Mortgagee nor any Lender shall be required to demonstrate any actual impairment of its security or any increased
risk of default hereunder in order to declare the Debt immediately due and payable upon Transfer in violation of this Section 4. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer
of the Mortgaged Property (and every other Transfer) regardless of whether voluntary or not. Any Transfer made in contravention of this Section 4 shall be null and void and of no force and effect. Mortgagor agrees to bear and shall pay
or reimburse Mortgagee on demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Mortgagee and the Lenders in connection
with the review, approval and documentation of any Permitted Encumbrance. 
 5. Insurance and Condemnation Proceeds.
Mortgagor shall give the Mortgagee prompt written notice of the occurrence of any casualty affecting, or the institution of any proceedings for eminent domain or for the condemnation of, the Mortgaged Property or any portion thereof. All insurance
proceeds on the Mortgaged Property, and all causes of action, claims, compensation, awards and recoveries for any damage, condemnation or taking of all or any part of the Mortgaged Property or for any damage or injury to it for any loss or
diminution in value of the Mortgaged Property shall be applied in accordance with the Borrowing Base Lease affecting the Mortgaged Property, and any such proceeds remaining after such application that are not required to be paid to the tenant under
such Borrowing Base Lease received by Mortgagor or an Affiliate of Mortgagor are hereby assigned to and shall be paid to the Mortgagee. Provided no Event of Default is continuing, the Mortgagee shall, first, if not previously restored in accordance
with such Borrowing Base Lease, hold the balance of any such proceeds so paid to Mortgagee to be used to reimburse Mortgagor for the cost of restoring and repairing the Mortgaged Property to the equivalent of its original condition or to such other
condition as may be approved by Mortgagee, and require Mortgagor to restore the Mortgaged Property to the equivalent of its original condition or to such other condition as may be approved by Mortgagee and, second, apply any balance of such proceeds
then remaining to the payment of the Debt as provided in the Credit Agreement. 

  
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 6. Changes in Laws Regarding Taxation. If any law is enacted or adopted or amended
after the date of this Mortgage which deducts the Debt from the value of the Mortgaged Property for the purpose of taxation or which imposes a tax, either directly or indirectly, on the Debt or Mortgagee’s interest in the Mortgaged Property,
Mortgagor will pay such tax, with interest and penalties thereon, if any. If Mortgagee or any Lender is advised by its counsel that the payment of such tax or interest and penalties by Mortgagor would be unlawful, taxable to Mortgagee or such Lender
or unenforceable, or would provide the basis for a defense of usury, then Mortgagee shall have the option, by notice of not less than ninety (90) days, to require that the Mortgagor cause the Mortgaged Property to be removed as a Borrowing Base
Property under the Credit Agreement, subject to the Borrower’s continued compliance with all covenants under the Credit Agreement. 
 7. No Credits on Account of the Debt. Mortgagor shall not claim or demand or be entitled to any credit on account of the Debt for any part of the Taxes or Other Taxes assessed against the Mortgaged
Property, and no deduction shall otherwise be made or claimed from the assessed value of the Mortgaged Property for real estate tax purposes by reason of this Mortgage or the Debt. If such claim, credit or deduction shall be required by law,
Mortgagee shall have the option, by notice of not less than ninety (90) days, to require that the Mortgagor cause the Mortgaged Property be removed as a Borrowing Base Property under the Credit Agreement, subject to the Borrower’s
continued compliance with all covenants under the Credit Agreement. 
 8. Further Acts, Etc. Mortgagor shall, at its sole
cost, perform, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as Mortgagee shall, from time to time, require, for the better assuring,
conveying, assigning, transferring, and confirming unto Mortgagee the property and rights hereby mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated or intended now or hereafter
so to be, or which Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee, or for carrying out the intention of this Mortgage, or for filing, registering or recording this Mortgage. Upon foreclosure, the appointment of a
receiver or any other relevant action, Mortgagor shall, at its sole cost, use commercially reasonable efforts to effect the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the
Mortgaged Property and held in the name of Mortgagor. Mortgagor grants to Mortgagee an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Mortgagee at law
and in equity, including such rights and remedies available to Mortgagee pursuant to this Section. 
 9. Recording of
Mortgage, Etc. Mortgagor forthwith upon the execution and delivery of this Mortgage and thereafter, from time to time, shall cause this Mortgage, and any security instrument creating a lien or security interest or evidencing the lien hereof upon
the Mortgaged Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien or
security interest hereof upon, and the interest of Mortgagee and the Lenders in, the Mortgaged Property. Mortgagor shall pay all filing, registration or recording fees, all expenses incident to the preparation, execution and acknowledgment of and
all federal, state, county and municipal, taxes, duties, imposts, documentary stamps, assessments and charges arising out of or in connection with the execution and delivery of, this Mortgage, any Mortgage supplemental hereto, any security
instrument with respect to the Mortgaged Property or any instrument of further assurance, except where prohibited by law so to do. Mortgagor shall hold harmless and indemnify Mortgagee, the Lenders and their respective successors and assigns against
any liability incurred by reason of the imposition of any tax on the making or recording of this Mortgage. 

  
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 10. Right to Cure Defaults. Upon the occurrence and during the continuance of any
Event of Default, Mortgagee may, but without any obligation to do so and without notice to or demand on Mortgagor and without releasing Mortgagor from any obligation hereunder, pay and/or perform any obligations of Mortgagor that have given rise to
a Default, in such manner and to such extent as Mortgagee may reasonably deem necessary to protect the security hereof. Mortgagee is authorized to enter upon the Mortgaged Property for such purposes or appear in, defend or bring any action or
proceeding to protect its interest in the Mortgaged Property or to foreclose this Mortgage or collect the Debt, and the reasonable out-of-pocket cost and expense thereof (including reasonable attorneys’ fees and disbursements to the extent
permitted by law), with interest thereon at a rate per annum equal to 2% plus the rate applicable to ABR Loans (the “Default Rate”) for the period after notice from Mortgagee that such cost or expense was incurred to the date
of payment to Mortgagee, shall constitute a portion of the Debt, shall be secured by this Mortgage and the other Loan Documents and shall be due and payable to Mortgagee and the Lenders upon demand. 

11. Remedies. 
 (a) Upon the occurrence and during the continuance of any Event of Default, Mortgagee may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against
Mortgagor and in and to the Mortgaged Property, by Mortgagee itself or otherwise, including the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Mortgagee may determine, in its sole
discretion, without impairing or otherwise affecting the other rights and remedies of Mortgagee and the Lenders: 
 (i) declare the entire Debt to be immediately due and payable; 

(ii) institute a proceeding or proceedings, judicial or nonjudicial, to the extent permitted by law, by advertisement or
otherwise, for the complete foreclosure of this Mortgage, in which case the Mortgaged Property may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; 

(iii) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute
proceedings for the partial foreclosure of this Mortgage for the portion of the Debt then due and payable, subject to the continuing lien of this Mortgage for the balance of the Debt not then due; 

(iv) sell for cash or upon credit the Mortgaged Property and all estate, claim, demand, right, title and interest of
Mortgagor therein and rights of redemption thereof, pursuant to the power of sale, to the extent permitted by law, or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice
thereof as may be required or permitted by law; 
 (v) institute an action, suit or proceeding in equity for the
specific performance of any covenant, condition or agreement contained herein or in any other Loan Document; 

(vi) recover judgment on the Note either before, during or after any proceeding for the enforcement of this Mortgage;

 (vii) apply for the appointment of a trustee, receiver, liquidator or conservator of the Mortgaged Property,
without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of the Mortgagor or of any person, firm or other entity liable for the payment of the Debt; 

  
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 (viii) enforce Mortgagee’s interest in the Leases and Rents and enter
into or upon the Mortgaged Property, either personally or by its agents, nominees or attorneys and dispossess Mortgagor and its agents and employees therefrom, and thereupon Mortgagee may (A) use, operate, manage, control, insure, maintain,
repair, restore and otherwise deal with the Mortgaged Property and conduct the business thereat; (B) complete any construction on the Mortgaged Property in such manner and form as Mortgagee deems advisable; (C) make alterations, additions,
renewals, replacements and improvements to or on the Mortgaged Property; (D) exercise all rights and powers of Mortgagor with respect to the Mortgaged Property, whether in the name of Mortgagor or otherwise, including the right to make, cancel,
enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive Rents; and (E) apply the receipts from the Mortgaged Property to the payment of the Debt, after deducting therefrom all reasonable out-of-pocket
expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, insurance and other charges in connection with the Mortgaged Property, as well as
just and reasonable compensation for the services of Mortgagee and its counsel, agents and employees; 
 (ix)
require Mortgagor to pay monthly in advance to Mortgagee, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of any portion of the Mortgaged Property occupied by Mortgagor, and, subject to
the rights of tenants in possession, require Mortgagor to vacate and surrender possession of the Mortgaged Property to Mortgagee or to such receiver, and, in default thereof, evict Mortgagor by summary proceedings or otherwise; or 

(x) pursue such other rights and remedies as may be available at law or in equity or under the UCC. 

In the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Property, this Mortgage shall continue as a lien on the remaining
portion of the Mortgaged Property. 
 (b) The proceeds of any sale made under or by virtue of this Section 11,
together with any other sums which then may be held by Mortgagee under this Mortgage, whether under the provisions of this Section 11 or otherwise, shall be applied by Mortgagee to the payment of the Debt in such priority and proportion
as Mortgagee in its sole discretion shall deem proper. 
 (c) Mortgagee may adjourn from time to time any sale by it to be made
under or by virtue of this Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable law, Mortgagee, without further notice or publication, may
make such sale at the time and place to which the same shall be so adjourned. 
 (d) Upon the completion of any sale or sales
pursuant hereto, Mortgagee, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring
all estate, right, title and interest in and to the property and rights sold. Mortgagee is hereby irrevocably appointed the true and lawful attorney of Mortgagor, in its name and stead, to make all necessary conveyances, assignments, transfers and
deliveries (without representations or warranties of any kind personally binding on Mortgagor) of the Mortgaged Property and rights so sold and for that purpose 

  
 F-8









 
Mortgagee may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power, Mortgagor hereby ratifying and confirming all that
its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Any sale or sales made under or by virtue of this Section 11, whether made under the power of sale herein granted or under or by virtue of judicial
proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Mortgagor in and to the properties and rights so sold, and
shall be a perpetual bar both at law and in equity against Mortgagor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under Mortgagor. 

(e) Upon any sale made under or by virtue of this Section 11, whether made under a power of sale or under or by virtue of
judicial proceedings or of a judgment or decree of foreclosure and sale, Mortgagee may bid for and acquire the Mortgaged Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon
the Debt the net sales price after deducting therefrom the expenses of the sale and costs of the action and any other sums which Mortgagee is authorized to deduct under this Mortgage or any other Loan Document. 

(f) No recovery of any judgment by Mortgagee and no levy of an execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall affect in any manner or to any extent the lien of this Mortgage upon the Mortgaged Property or any part thereof, or any liens, rights, powers or remedies of Mortgagee or the Lenders hereunder, but such liens, rights,
powers and remedies of Mortgagee and the Lenders shall continue unimpaired as before. 
 (g) Mortgagee may terminate or rescind
any proceeding or other action brought in connection with its exercise of the remedies provided in this Section 11 at any time before the conclusion thereof, as determined in Mortgagee’s sole discretion and without prejudice to
Mortgagee or the Lenders. 
 (h) Mortgagee and the Lenders may resort to any remedies and the security given by this Mortgage or
in any other Loan Document in whole or in part, and in such portions and in such order as determined by Mortgagee’s sole discretion. No such action shall in any way be considered a waiver of any rights, benefits or remedies evidenced or
provided by any Loan Document. The failure of Mortgagee or the Lenders to exercise any right, remedy or option provided in any Loan Document shall not be deemed a waiver of such right, remedy or option or of any covenant or obligation secured by any
Loan Document. No acceptance by Mortgagee or any Lender of any payment after the occurrence of any Event of Default and no payment by Mortgagee or any Lender of any obligation for which Mortgagor is liable hereunder shall be deemed to waive or cure
any Event of Default, or Mortgagor’s liability to pay such obligation. No sale of all or any portion of the Mortgaged Property, no forbearance on the part of Mortgagee, and no extension of time for the payment of the whole or any portion of the
Debt or any other indulgence given by Mortgagee or any Lender to Mortgagor, shall operate to release or in any manner affect the interest of Mortgagee and the Lenders in the remaining Mortgaged Property or the liability of Mortgagor to pay the Debt.
No waiver by Mortgagee shall be effective unless it is in writing and then only to the extent specifically stated. All reasonable out-of-pocket costs and expenses of Mortgagee in exercising its rights and remedies under this Section 11
(including reasonable attorneys’ fees and disbursements to the extent permitted by law), shall be paid by Mortgagor immediately upon notice from Mortgagee or the applicable Lender, with interest at the Default Rate for the period after notice
from Mortgagee, and such costs and expenses shall constitute a portion of the Debt and shall be secured by this Mortgage. 
 (i)
The interests and rights of Mortgagee and the Lenders under the Loan Documents shall not be impaired by any indulgence, including (i) any renewal, extension or modification which Mortgagee may grant with respect to any of the Debt,
(ii) any surrender, compromise, release, renewal, extension, exchange or substitution which Mortgagee and the Lenders may grant with respect to the Mortgaged Property or any portion thereof or (iii) any release or indulgence granted to any
maker, endorser, guarantor or surety of any of the Debt. 

  
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 12. Right of Entry. In addition to any other rights or remedies granted under this
Mortgage, Mortgagee, the Lenders and their respective agents shall have the right to enter and inspect the Mortgaged Property at any reasonable time during the term of this Mortgage to the extent provided in Section 5.06 of the Credit
Agreement. 
 13. Security Agreement. This Mortgage is both a real property mortgage and a “security agreement”
within the meaning of the UCC. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and
delivering this Mortgage has granted and hereby grants to Mortgagee (on behalf of the Lenders), as security for the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the UCC (such
portion of the Mortgaged Property so subject to the UCC being called in this Section the “Collateral”). This Mortgage shall also constitute a “fixture filing” for the purposes of the UCC. As such, this Mortgage
covers all items of the Collateral that are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If
an Event of Default shall occur and be continuing, Mortgagee, in addition to any other rights and remedies which it or the Lenders may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a
secured party upon default under the UCC, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care,
protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to
Mortgagee on demand any and all reasonable out-of-pocket expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the rights hereunder with
respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Collateral, sent to Mortgagor in accordance with the provisions hereof at least ten days prior to such action, shall constitute
commercially reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Debt in such priority and proportions as Mortgagee in its sole discretion shall
deem proper. In the event of any change in name, identity or structure of Mortgagor, Mortgagor shall notify Mortgagee thereof and promptly after request shall execute, file and record such UCC forms as are necessary to maintain the priority of
Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording of additional UCC forms or continuation
statements, Mortgagor shall, promptly after request, execute, file and record such UCC forms or continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it
being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under the Loan Documents. 
 14. Actions and Proceedings. Mortgagee (on behalf of the Lenders) has the right to appear in and defend any action or proceeding brought with respect to the Mortgaged Property and to bring any
action or proceeding, in the name and on behalf of Mortgagor, which Mortgagee, in its sole discretion, decides should be brought to protect its or their interest in the Mortgaged Property. Mortgagee shall, at its option, be subrogated to the lien of
any mortgage or other security instrument discharged in whole or in part by the Debt, and any such subrogation rights shall constitute additional security for the payment of the Debt. 

  
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 15. Marshalling and Other Matters. Mortgagor hereby waives, to the extent permitted
by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Mortgaged Property or any part thereof or any
interest therein. Further, Mortgagor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Mortgage on behalf of Mortgagor, and on behalf of each and every person acquiring any interest
in or title to the Mortgaged Property subsequent to the date of this Mortgage and on behalf of all persons to the extent permitted by applicable law. The lien of this Mortgage shall be absolute and unconditional and shall not in any manner be
affected or impaired by any acts or omissions whatsoever of Mortgagee or any Lender and, without limiting the generality of the foregoing, the lien hereof shall not be impaired by (i) any acceptance by Mortgagee and the Lenders of any other
security for any portion of the Debt, (ii) any failure, neglect or omission on the part of Mortgagee to realize upon or protect any portion of the Debt or any collateral security therefor or (iii) any release (except as to the property
released), sale, pledge, surrender, compromise, settlement, renewal, extension, indulgence, alteration, changing, modification or disposition of any portion of the Debt or of any of the collateral security therefor; and Mortgagee may foreclose, or
exercise any other remedy available to Mortgagee and the Lenders under other Loan Documents without first exercising or enforcing any of its remedies under this Mortgage, and any exercise of the rights and remedies of Mortgagee and the Lenders
hereunder shall not in any manner impair the Debt or the liens of any other Loan Document or any of Mortgagee’s and the Lenders’ rights and remedies thereunder. 
 16. Notices. Notices shall be sent as follows: 
 (a) if to the
Mortgagee, to JPMorgan Chase Bank, N.A., Credit Services Unit, 1 Bank One Plaza, Suite IL1-0874, Chicago, Illinois 60670, Attention of Nanette Wilson (Telecopy No. (888) 292-9533), with a copy to (x) JPMorgan Chase Bank, N.A., 395 North
Service Road, Melville, New York 11747, Attention of Alicia Schreibstein (Telecopy No. (631) 755-5184) and (y) Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104, Attention of Thomas P. McGovern, Esq.
(Telecopy No. (212) 468-7900); provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to the Mortgagee; 

(b) if to Mortgagor, to it c/o Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention of Chief Financial Officer
(Telecopy No. (516) 478-5403 with copies to: (x) Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention Chief Legal Officer (Telecopy No. (516) 478-5490 and (y) DLA Piper LLP (US), 203 N. LaSalle Street,
Suite 1900, Chicago, Illinois 60601, Attention: James M. Phipps, Esq. (Telecopy No. (312) 251¬5735); provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other
communication to the Mortgagor; 
 (c) as to each such party at such other address as such party shall have designated to the
other in a written notice complying as to delivery with the provisions of this Section 16. 
 (d) The Mortgagee or
the Mortgagor may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices
or communications. 
 (e) Any party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Mortgage shall be deemed to have been given on the date of receipt. 

17. Inapplicable Provisions. If any term, covenant or condition of this Mortgage is held to be invalid, illegal or unenforceable
in any respect, this Mortgage shall be construed without such provision. 

  
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 18. Headings. The Section headings in this Mortgage are for convenience of reference
only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. 
 19.
Duplicate Originals. This Mortgage may be executed in any number of duplicate originals and each such duplicate original shall be deemed to be an original. 
 20. Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Mortgage may be used interchangeably in singular or
plural form; and the word “Mortgagor” shall mean “each Mortgagor and any subsequent owner or owners of the Mortgaged Property or any part thereof or any interest therein,” the word
“Mortgagee” shall mean “Mortgagee and any subsequent holder of the Note,” the words “Mortgaged Property” shall include any portion of the Mortgaged Property and any interest therein, the word
“including” means “including but not limited to” and the words “attorneys’ fees” shall include any and all attorneys’ fees, paralegal and law clerk fees, including fees at the
pre-trial, trial and appellate levels incurred or paid by Mortgagee or any Lender in protecting its interest in the Mortgaged Property and Collateral and enforcing its rights hereunder. 

21. Homestead. Mortgagor hereby waives and renounces all homestead and exemption rights provided by the Constitution and the laws
of the United States and of any state, in and to the Mortgaged Property as against the collection of the Debt, or any part thereof. 
 22. Assignments. Mortgagee shall have the right to assign or transfer its rights under this Mortgage as provided in the Credit Agreement. Any assignee or transferee shall be entitled to all the
benefits afforded Mortgagee under this Mortgage. 
 23. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

24. Consents. Any consent or approval by Mortgagee in any single instance shall not be deemed or construed to be Mortgagee’s
consent or approval in any like matter arising at a subsequent date, and the failure of Mortgagee to promptly exercise any right, power, remedy, consent or approval provided herein or at law or in equity shall not constitute or be construed as a
waiver of the same nor shall Mortgagee be estopped from exercising such right, power, remedy, consent or approval at a later date. Any consent or approval requested of and granted by Mortgagee pursuant hereto shall be narrowly construed to be
applicable only to Mortgagor and the matter identified in such consent or approval and no third party shall claim any benefit by reason thereof, and any such consent or approval shall not be deemed to constitute Mortgagee or any Lender a venturer or
partner with Mortgagor nor shall privity of contract be presumed to have been established with any such third party. If Mortgagee deems it to be in 

  
 F-12









 
its best interest to retain assistance of persons, firms or corporations (including attorneys, title insurance companies, appraisers, engineers and surveyors) with respect to a request for
consent or approval, Mortgagor shall reimburse Mortgagee for all costs reasonably incurred in connection with the employment of such persons, firms or corporations. 
 25. Loan Repayment. Provided no Event of Default exists, this Mortgage will be satisfied and discharged of record by Mortgagee prior to the Maturity Date only in accordance with the terms and
provisions set forth in the Credit Agreement. 
 26. Other Mortgages; No Election of Remedies. 

(a) The Debt is now or may hereafter be secured by one or more other mortgages, deeds of trust and other security agreements
(collectively, as the same may be amended and in effect from time to time, are herein collectively called the “Other Mortgages”), which cover or will hereafter cover other properties that are or may be located in various
states (the “Other Collateral”). The Other Mortgages will secure the Debt and the performance of the other covenants and agreements of Mortgagor set forth in the Loan Documents. Upon the occurrence of an Event of Default,
Mortgagee may proceed under this Mortgage and/or any or all the Other Mortgages against either the Mortgaged Property and/or any or all the Other Collateral in one or more parcels and in such manner and order as Mortgagee shall elect. Mortgagor
hereby irrevocably waives and releases, to the extent permitted by law, and whether now or hereafter in force, any right to have the Mortgaged Property and/or the Other Collateral marshaled upon any foreclosure of this Mortgage or any Other
Mortgage. 
 (b) Without limiting the generality of the foregoing, and without limitation as to any other right or remedy
provided to Mortgagee and the Lenders in this Mortgage or the other Loan Documents, in the case of an Event of Default (i) Mortgagee and the Lenders shall have the right to pursue all of its rights and remedies under this Mortgage and the Loan
Documents, at law and/or in equity, in one proceeding, or separately and independently in separate proceedings from time to time, as Mortgagee, in its sole and absolute discretion, shall determine from time to time, (ii) neither Mortgagee nor
the Lenders be required to either marshall assets, sell the Mortgaged Property and/or any Other Collateral in any particular order of alienation (and may sell the same simultaneously and together or separately), or be subject to any “one
action” or “election of remedies” law or rule with respect to the Mortgaged Property and/or any Other Collateral, (iii) the exercise by Mortgagee and/or the Lenders of any remedies against any one item of Mortgaged Property
and/or any Other Collateral will not impede Mortgagee or the Lenders from subsequently or simultaneously exercising remedies against any other item of Mortgaged Property and/or Other Collateral, (iv) all liens and other rights, remedies or
privileges provided to Mortgagee herein shall remain in full force and effect until Mortgagee have exhausted all of its remedies against the Mortgaged Property and all Mortgaged Property has been foreclosed, sold and/or otherwise realized upon in
satisfaction of the Debt, and (v) Mortgagee and the Lenders may resort for the payment of the Debt to any security held by Mortgagee and the Lenders in such order and manner as Mortgagee, in its discretion, may elect and Mortgagee and the
Lenders may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Mortgagee or the Lenders thereafter to foreclose this Mortgage. 

(c) Without notice to or consent of Mortgagor and without impairment of the lien and rights created by this Mortgage, Mortgagee may, at
any time (in its sole and absolute discretion, but Mortgagee shall have no obligation to), execute and deliver to Mortgagor a written instrument releasing all or a portion of the lien of this Mortgage as security for any or all of the obligations of
Mortgagor now existing or hereafter arising under or in respect of the Note, the Credit Agreement and each of the other Loan Documents, whereupon following the execution and delivery by Mortgagee to Mortgagor of any such written instrument of
release, this Mortgage shall no longer secure such obligations of Mortgagor so released. 

  
 F-13









 27. Governing Law. With respect to matters relating to the creation, perfection and
procedures relating to the enforcement of the Liens created pursuant to this Mortgage, this Mortgage shall be governed by, and construed in accordance with, the laws of the state in which the Property is located (without regard to conflict of law
provisions thereof), it being understood that, except as expressly set forth above in this Section and to the fullest extent permitted by the law of such state and pursuant to Section 5-1401 of the General Obligations Law of the State of New
York, the law of the State of New York (without regard to conflict of law provisions thereof except for the provisions of Section 5-1401 of the General Obligations Law of the State Of New York) shall govern all matters relating to this Mortgage
and the other Loan Documents and all of the indebtedness or obligations arising hereunder or thereunder. All provisions of the Credit Agreement incorporated herein by reference shall be governed by, and construed in accordance with, the laws of the
State of New York pursuant to Section 5-1401 of the General Obligations Law of the State of New York, as set forth in the governing law provision of the Credit Agreement. 
 28. [Intentionally Deleted]. 
 29. Variable Interest Rate. The Loan
secured by this Mortgage is a variable interest rate loan, as more particularly set forth in the Credit Agreement. 
 PART II

 STATE-SPECIFIC PROVISIONS 
 30. Conflicts With Part I. In the event of any conflict between the provisions of this Part II and any provision of Part I, then the provisions of this Part II shall control. 

[INSERT STATE SPECIFIC PROVISIONS] 
 [NO FURTHER TEXT ON THIS PAGE] 

  
 F-14









 IN WITNESS WHEREOF, Mortgagor has executed this instrument as of the day and year first above
written. 
 Mortgagor: 

[                   
                         ], a 
 [                    ] 

By:                   
                                         
                                         
                                    

Name: 
 Title: 
 [Add State-Specific Acknowledgment] 

  
 F-15









 EXHIBIT A 

Legal Description 

  
 F-16









 FORM OF DEED OF TRUST 

 
  
 [                            ] 

(Trustor) 
 to

 [                    ]

 (Trustee) 
 for the Benefit of 
 JPMORGAN CHASE BANK, N.A., 

as Administrative Agent 
 (Beneficiary) 
  

 
 DEED OF
TRUST, ASSIGNMENT OF LEASES AND RENTS 
 AND SECURITY AGREEMENT 

Dated: As of March             , 2012 

 

									
	Property Location:    	 	[	  		  	]	  	

 DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO: 

Morrison & Foerster LLP 
 1290 Avenue of the Americas 
 New York, New York 10104 

Attention: Thomas P. McGovern 
  

 

  
 F-17









 DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this
“Deed of Trust”), made as of March             , 2012, by [            ], a
[            ], having an office at [            ] (“Trustor”), to
            , having an address at [            ] (“Trustee”), as Trustee, for the benefit of J.P.
MORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (as hereinafter defined) (in such capacity, together with its successors and assigns, hereinafter referred to as
“Beneficiary”), having an address at 1 Bank One Plaza, Suite IL1-0874, Chicago, Illinois 60670. 
 Getty
Realty Corp., the direct or indirect beneficial owner of Trustor (the “Borrower”), Beneficiary and certain lenders party thereto (the “Lenders”) have entered into that certain Amended and Restated
Credit Agreement dated as of the date hereof (as amended, modified, restated, consolidated or supplemented from time to time, the “Credit Agreement”) pursuant to which the Lenders are making a secured loan to the Borrower in
the aggregate original principal amount of up to $175,000,000 (the “Loan”). Capitalized terms used herein without definition are used as defined in the Credit Agreement. The Loan is evidenced by one or more Term Notes and
Revolving Notes dated the date hereof, made by Trustor to the respective order of the Lenders in the aggregate principal amount of the Loan (as the same may be amended, modified, restated, severed, consolidated, renewed, replaced, or supplemented
from time to time, individually or collectively as the context requires, the “Note”). 
 To secure
Trustor’s obligations under that certain Guaranty, dated as of the date hereof, made by Trustor and certain Affiliates of Trustor in favor of the Beneficiary (the “Guaranty”), the payment of the Note, and the payment of
all sums which may or shall become due thereunder or under any of the other documents evidencing, securing or executed in connection with the Loan (the Note, this Deed of Trust, the Credit Agreement and such other documents, as any of the same may,
from time to time, be modified, amended or supplemented, being hereinafter collectively referred to as the “Loan Documents”), including (i) the payment of interest and other amounts which would accrue and become due but
for the filing of a petition in bankruptcy (whether or not a claim is allowed against Trustor for such interest or other amounts in any such bankruptcy proceeding) or the operation of the automatic stay under Section 362(a) of Title 11 of the
United States Code (the “Bankruptcy Code”) and (ii) the reasonable out-of-pocket costs and expenses of enforcing any provision of any Loan Document (all such sums being hereinafter collectively referred to as the
“Debt”), Trustor has given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned and hypothecated and by these presents does hereby give, grant, bargain, sell, alien, enfeoff,
convey, confirm, warrant, pledge, assign and hypothecate unto Trustee, in trust for the benefit of Beneficiary on behalf of the Lenders, WITH POWER OF SALE, the land described in Exhibit A (the “Premises”), and
the buildings, structures, fixtures and other improvements now or hereafter located thereon (the “Improvements”); 
 TOGETHER WITH: all right, title, interest and estate of Trustor now owned, or hereafter acquired, in and to the following property, rights, interests and estates (the Premises, the Improvements,
and the property, rights, interests and estates hereinafter described are collectively referred to herein as the “Trust Property”): 
 (a) all easements, rights of way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, rights to oil,
gas, minerals, coal and other substances of any kind or character, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining
to the Premises and the Improvements; and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road, highway, alley or avenue, opened, vacated or proposed, in front of or adjoining the Premises, to the
center line thereof; and all the estates, rights, titles, interests, dower and rights of dower, courtesy and rights of courtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Trustor of, in and to the Premises and
the Improvements and every part and parcel thereof, with the appurtenances thereto; 

  
 F-18









 (b) all machinery, furniture, furnishings, equipment, computer software and hardware,
fixtures (including all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), inventory, materials, supplies and other articles of personal property and accessions thereof, renewals and replacements thereof and
substitutions therefor, and other property of every kind and nature, tangible or intangible, owned by Trustor, or in which Trustor has or shall have an interest, now or hereafter located upon the Premises or the Improvements, or appurtenant thereto,
and usable in connection with the present or future operation and occupancy of the Premises and the Improvements (hereinafter collectively referred to as the “Equipment”), including any leases of, deposits in connection with,
and proceeds of any sale or transfer of any of the foregoing, and the right, title and interest of Trustor in and to any of the Equipment that may be subject to any “security interest” as defined in the Uniform Commercial Code, as in
effect in the state where the Trust Property is located (the “UCC”), superior in lien to the lien of this Deed of Trust; 
 (c) all awards or payments, including interest thereon, that may heretofore or hereafter be made with respect to the Premises or the Improvements, whether from the exercise of the right of eminent domain
or condemnation (including any transfer made in lieu of or in anticipation of the exercise of such right), or for a change of grade, or for any other injury to or decrease in the value of the Premises or Improvements; 

(d) all leases and other agreements or arrangements heretofore or hereafter entered into affecting the use, enjoyment or occupancy of, or
the conduct of any activity upon or in, the Premises or the Improvements, including any extensions, renewals, modifications or amendments thereof (hereinafter collectively referred to as the “Leases”) and all rents, rent
equivalents, moneys payable as damages (including payments by reason of the rejection of a Lease in a proceeding under any state or federal bankruptcy or insolvency law or in lieu of rent or rent equivalents), royalties (including all oil and gas or
other mineral royalties and bonuses), income, fees, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form
or nature received by or paid to or for the account of or benefit of Trustor or its agents or employees from any and all sources arising from or attributable to the Premises and the Improvements, including all receivables, customer obligations,
installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Premises or the Improvements, or
rendering of services by Trustor or any of its agents or employees, and proceeds, if any, from business interruption or other loss of income insurance (hereinafter collectively referred to as the “Rents”), together with all
proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; 
 (e) all proceeds of and, other than with respect to blanket policies, any unearned premiums on any insurance policies covering the Trust Property, including, without limitation, the right to receive and
apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Trust Property; 
 (f)
the right, in the name and on behalf of Trustor, to appear in and defend any action or proceeding brought with respect to the Trust Property and to commence any action or proceeding to protect the interest of Beneficiary in the Trust Property;


  
 F-19









 (g) all accounts (including reserve accounts), escrows, documents, instruments, chattel
paper, claims, deposits and general intangibles, as the foregoing terms are defined in the UCC, and all franchises, trade names, trademarks, symbols, service marks, books, records, plans, specifications, designs, drawings, surveys, title insurance
policies, permits, consents, licenses, management agreements, contract rights (including any contract with any architect or engineer or with any other provider of goods or services for or in connection with any construction, repair or other work
upon the Trust Property), approvals, actions, refunds of real estate taxes and assessments (and any other governmental impositions related to the Trust Property) and causes of action that now or hereafter relate to, are derived from or are used in
connection with the Trust Property, or the use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities thereon (hereinafter collectively referred to as the “Intangibles”); and

 (h) all proceeds, products, offspring, rents and profits from any of the foregoing, including those from sale, exchange,
transfer, collection, loss, damage, disposition, substitution or replacement of any of the foregoing. 
 Without limiting the
generality of any of the foregoing, in the event that a case under the Bankruptcy Code is commenced by or against Trustor, pursuant to Section 552(b)(2) of the Bankruptcy Code, the security interest granted by this Deed of Trust shall
automatically extend to all Rents acquired by the Trustor after the commencement of the case and shall constitute cash collateral under Section 363(a) of the Bankruptcy Code. 

TO HAVE AND TO HOLD the Trust Property unto and to the use and benefit of Beneficiary and its successors and assigns, forever;

 PROVIDED, HOWEVER, these presents are upon the express condition that, if Trustor shall well and truly pay to
Beneficiary and the Lenders the Debt at the time and in the manner provided in the Loan Documents and shall well and truly abide by and comply with each and every covenant and condition set forth in the Loan Documents in a timely manner, these
presents and the estate hereby granted shall cease, terminate and be void; 
 AND Trustor represents and warrants to and
covenants and agrees with Beneficiary, for the benefit of the Lenders, as follows: 
 PART I—GENERAL PROVISIONS

 1. Payment of Debt and Other Covenants, Conditions and Agreements. Trustor shall pay the Debt at the time
and in the manner provided in the Loan Documents. Trustor agrees to insure, repair, maintain and restore damage to the Trust Property, pay Taxes and comply with all laws, regulations and orders of any Governmental Authority applicable to Trustor or
its property and all indentures, agreements and other instruments binding upon it or its property, in accordance with the Credit Agreement. 
 2. Leases and Rents. 
 (a) Trustor does hereby absolutely and
unconditionally assign to Beneficiary, on behalf of the Lenders, all of Trustor’s right, title and interest in all current and future Leases and Rents, it being intended by Trustor that this assignment constitutes a present, absolute assignment
and not an assignment for additional security only. Such assignment shall not be construed to bind Beneficiary or any Lender to the performance of any of the covenants or provisions contained in any Lease or otherwise impose any obligation upon
Beneficiary or any Lender. Nevertheless, subject to the terms of this Section 2, Beneficiary grants to Trustor a revocable license to operate and manage the Trust Property, to exercise all of the rights of the landlord under the Leases
and to collect the Rents subject to 

  
 F-20









 
the requirements of the Credit Agreement; however, upon the written revocation of such license by Mortgagee following the occurrence and during the continuance of an Event of Default, the license
granted to Trustor herein shall be revoked and Beneficiary shall immediately upon such revocation be entitled to possession of all Rents in the Trustor’s account(s) with the Beneficiary (including all subaccounts thereof) and all Rents
collected thereafter (including Rents past due and unpaid), whether or not Beneficiary enters upon or takes control of the Trust Property. Trustor hereby grants and assigns to Beneficiary the right, at its option, upon revocation of the license
granted herein, to enter upon the Trust Property in person, by agent or by court appointed receiver to collect the Rents. Any Rents collected after the revocation of such license may be applied toward payment of the Debt in such priority and
proportions as Beneficiary in its sole discretion shall deem proper. 
 (b) Trustor shall not enter into, modify, amend,
cancel, terminate or renew any Lease except in accordance with the Credit Agreement. 
 3. Use of Trust Property.
Trustor shall not initiate, join in, acquiesce in or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Trust Property. If under
applicable zoning provisions the use of the Trust Property is or shall become a nonconforming use, Trustor shall not cause such nonconforming use to be discontinued or abandoned without the consent of Beneficiary. Trustor shall not (i) change
the use of the Trust Property, (ii) permit or suffer to occur any waste on or to the Trust Property or (iii) take any steps to convert the Trust Property to a condominium or cooperative form of ownership. 

4. Transfer or Encumbrance of the Trust Property. 

(a) Trustor shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof (a
“Transfer”), or suffer or permit any Transfer to occur, other than a Permitted Encumbrance. 
 (b)
Neither Beneficiary nor any Lender shall be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Transfer in violation of this
Section 4. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property (and every other Transfer) regardless of whether voluntary or not. Any Transfer made in
contravention of this Section 4 shall be null and void and of no force and effect. Trustor agrees to bear and shall pay or reimburse Beneficiary on demand for all reasonable out-of-pocket expenses (including reasonable attorneys’
fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Beneficiary and the Lenders in connection with the review, approval and documentation of any Permitted Encumbrance. 

5. Insurance and Condemnation Proceeds. Trustor shall give the Beneficiary prompt written notice of the occurrence of any
casualty affecting, or the institution of any proceedings for eminent domain or for the condemnation of, the Trust Property or any portion thereof. All insurance proceeds on the Trust Property, and all causes of action, claims, compensation, awards
and recoveries for any damage, condemnation or taking of all or any part of the Trust Property or for any damage or injury to it for any loss or diminution in value of the Trust Property shall be applied in accordance with the Borrowing Base Lease
affecting the Trust Property, and nay such proceeds remaining after such application that are not required to be paid to the tenant under such Borrowing Base Lease received by Trustor or an Affiliate of Trustor are hereby assigned to and shall be
paid to the Beneficiary. Provided no Event of Default is continuing, the Beneficiary shall, first, if not previously restored in accordance with such Borrowing Base Lease, hold the balance of any of such proceeds so paid to Beneficiary to be used to
reimburse Trustor for the cost of restoring and repairing the Trust Property to the equivalent of its original 

  
 F-21









 
condition or to such other condition as may be approved by Beneficiary, and require Trustor to restore the Trust Property to the equivalent of its original condition or to such other condition as
may be approved by Beneficiary and, second, apply any balance of such proceeds then remaining to the payment of the Debt as provided in the Credit Agreement. 
 6. Changes in Laws Regarding Taxation. If any law is enacted or adopted or amended after the date of this Deed of Trust which deducts the Debt from the value of the Trust Property for the
purpose of taxation or which imposes a tax, either directly or indirectly, on the Debt or Beneficiary’s interest in the Trust Property, Trustor will pay such tax, with interest and penalties thereon, if any. If Beneficiary or any Lender is
advised by its counsel that the payment of such tax or interest and penalties by Trustor would be unlawful, taxable to Beneficiary or such Lender or unenforceable, or would provide the basis for a defense of usury, then Beneficiary shall have the
option, by notice of not less than 90 days, to require that Trustor cause the Trust Property be removed as a Borrowing Base Property under the Credit Agreement, subject to the Borrower’s continued compliance with all covenants under the Credit
Agreement. 
 7. No Credits on Account of the Debt. Trustor shall not claim or demand or be entitled to any credit
on account of the Debt for any part of the Taxes or Other Taxes assessed against the Trust Property, and no deduction shall otherwise be made or claimed from the assessed value of the Trust Property for real estate tax purposes by reason of this
Deed of Trust or the Debt. If such claim, credit or deduction shall be required by law, Beneficiary shall have the option, by notice of not less than 90 days, to require that Trustor cause the Trust Property be removed as a Borrowing Base Property
under the Credit Agreement, subject to the Borrower’s continued compliance with all covenants under the Credit Agreement. 

8. Further Acts, Etc. Trustor shall, at its sole cost, perform, execute, acknowledge and deliver all and every such further
acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as Beneficiary shall, from time to time, require, for the better assuring, conveying, assigning, transferring, and confirming unto Beneficiary the
property and rights hereby mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to
convey or assign to Beneficiary, or for carrying out the intention of this Deed of Trust. Upon foreclosure, the appointment of a receiver or any other relevant action, Trustor shall, at its sole cost, use commercially reasonable efforts to effect
the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the Trust Property and held in the name of Trustor. Trustor grants to Beneficiary an irrevocable power of attorney coupled with
an interest for the purpose of exercising and perfecting any and all rights and remedies available to Beneficiary at law and in equity, including such rights and remedies available to Beneficiary pursuant to this Section. 

9. Recording of Deed of Trust, Etc. Trustor forthwith upon the execution and delivery of this Deed of Trust and thereafter,
from time to time, shall cause this Deed of Trust, and any security instrument creating a lien or security interest or evidencing the lien hereof upon the Trust Property and each instrument of further assurance to be filed, registered or recorded in
such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien or security interest hereof upon, and the interest of Beneficiary and the Lenders in, the Trust Property.
Trustor shall pay all filing, registration or recording fees, all expenses incident to the preparation, execution and acknowledgment of and all federal, state, county and municipal, taxes, duties, imposts, documentary stamps, assessments and charges
arising out of or in connection with the execution and delivery of, this Deed of Trust, any Deed of Trust supplemental hereto, any security instrument with respect to the Trust Property or any instrument of further assurance, except where prohibited
by law so to do. Trustor shall hold harmless and indemnify Beneficiary, the Lenders and their respective successors and assigns, against any liability incurred by reason of the imposition of any tax on the making or recording of this Deed of Trust.


  
 F-22









 10. Right to Cure Defaults. Upon the occurrence and during the continuance of
any Event of Default, Beneficiary may, but without any obligation to do so and without notice to or demand on Trustor and without releasing Trustor from any obligation hereunder, pay and/or perform any obligations of Trustor that have given rise to
a Default in such manner and to such extent as Beneficiary may reasonably deem necessary to protect the security hereof. Beneficiary is authorized to enter upon the Trust Property for such purposes or appear in, defend or bring any action or
proceeding to protect its interest in the Trust Property or to foreclose this Deed of Trust or collect the Debt, and the reasonable out-of-pocket cost and expense thereof (including reasonable attorneys’ fees and disbursements to the extent
permitted by law), with interest thereon at a rate per annum equal to 2% plus the rate applicable to ABR Loans (the “Default Rate”) for the period after notice from Beneficiary that such cost or expense was incurred to the
date of payment to Beneficiary, shall constitute a portion of the Debt, shall be secured by this Deed of Trust and the other Loan Documents and shall be due and payable to Beneficiary and the Lenders upon demand. 

11. Remedies. 
 (a) Upon the occurrence and during the continuance of any Event of Default, Beneficiary may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against
Trustor and in and to the Trust Property, by Beneficiary itself or otherwise, including the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Beneficiary may determine, in its sole
discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary and the Lenders: 
 (i) declare the entire Debt to be immediately due and payable; 

(ii) institute a proceeding or proceedings, judicial or nonjudicial, to the extent permitted by law, by advertisement or
otherwise, for the complete foreclosure of this Deed of Trust, in which case the Trust Property may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; 

(iii) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law,
institute proceedings for the partial foreclosure of this Deed of Trust for the portion of the Debt then due and payable, subject to the continuing lien of this Deed of Trust for the balance of the Debt not then due; 

(iv) sell for cash or upon credit the Trust Property and all estate, claim, demand, right, title and interest of Trustor
therein and rights of redemption thereof, pursuant to the power of sale, to the extent permitted by law, or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may
be required or permitted by law; 
 (v) institute an action, suit or proceeding in equity for the specific
performance of any covenant, condition or agreement contained herein or in any other Loan Document; 
 (vi)
recover judgment on the Note either before, during or after any proceeding for the enforcement of this Deed of Trust; 

  
 F-23









 (vii) apply for the appointment of a trustee, receiver, liquidator or
conservator of the Trust Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of the Trustor or of any person, firm or other entity liable for the payment of the Debt;

 (viii) enforce Beneficiary’s interest in the Leases and Rents and enter into or upon the Trust
Property, either personally or by its agents, nominees or attorneys and dispossess Trustor and its agents and employees therefrom, and thereupon Beneficiary may (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise
deal with the Trust Property and conduct the business thereat; (B) complete any construction on the Trust Property in such manner and form as Beneficiary deems advisable; (C) make alterations, additions, renewals, replacements and
improvements to or on the Trust Property; (D) exercise all rights and powers of Trustor with respect to the Trust Property, whether in the name of Trustor or otherwise, including the right to make, cancel, enforce or modify Leases, obtain and
evict tenants, and demand, sue for, collect and receive Rents; and (E) apply the receipts from the Trust Property to the payment of the Debt, after deducting therefrom all reasonable out-of-pocket expenses (including reasonable attorneys’
fees and disbursements) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, insurance and other charges in connection with the Trust Property, as well as just and reasonable compensation for the services
of Beneficiary and its counsel, agents and employees; 
 (ix) require Trustor to pay monthly in advance to
Beneficiary, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of any portion of the Trust Property occupied by Trustor, and, subject to the rights of tenants in possession, require
Trustor to vacate and surrender possession of the Trust Property to Beneficiary or to such receiver, and, in default thereof, evict Trustor by summary proceedings or otherwise; or 

(x) pursue such other rights and remedies as may be available at law or in equity or under the UCC. 

In the event of a sale, by foreclosure or otherwise, of less than all of the Trust Property, this Deed of Trust shall continue as a lien on the remaining
portion of the Trust Property. 
 (b) The proceeds of any sale made under or by virtue of this Section 11, together
with any other sums which then may be held by Beneficiary under this Deed of Trust, whether under the provisions of this Section 11 or otherwise, shall be applied by Beneficiary to the payment of the Debt in such priority and proportion
as Beneficiary in its sole discretion shall deem proper. 
 (c) Beneficiary may adjourn from time to time any sale by it to be
made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable law, Beneficiary, without further notice or
publication, may make such sale at the time and place to which the same shall be so adjourned. 
 (d) Upon the completion of
any sale or sales pursuant hereto, Beneficiary, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying,
assigning and transferring all estate, right, title and interest in and to the property and rights sold. Beneficiary is hereby irrevocably appointed the true and lawful attorney of Trustor, in its name and stead, to make all necessary conveyances,
assignments, transfers and deliveries (without representations or warranties of any kind 

  
 F-24









 
personally binding on Mortgagor) of the Trust Property and rights so sold and for that purpose Beneficiary may execute all necessary instruments of conveyance, assignment and transfer, and may
substitute one or more persons with like power, Trustor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Any sale or sales made under or by virtue of this
Section 11, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and
demand whatsoever, whether at law or in equity, of Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Trustor and against any and all persons claiming or who may claim the same, or any
part thereof, from, through or under Trustor. 
 (e) Upon any sale made under or by virtue of this Section 11,
whether made under a power of sale or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, Beneficiary may bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may
make settlement for the purchase price by crediting upon the Debt the net sales price after deducting therefrom the expenses of the sale and costs of the action and any other sums which Beneficiary is authorized to deduct under this Deed of Trust or
any other Loan Document. 
 (f) No recovery of any judgment by Beneficiary and no levy of an execution under any judgment upon
the Trust Property or upon any other property of Trustor shall affect in any manner or to any extent the lien of this Deed of Trust upon the Trust Property or any part thereof, or any liens, rights, powers or remedies of Beneficiary or the Lenders
hereunder, but such liens, rights, powers and remedies of Beneficiary and the Lenders shall continue unimpaired as before. 

(g) Beneficiary may terminate or rescind any proceeding or other action brought in connection with its exercise of the remedies provided
in this Section 11 at any time before the conclusion thereof, as determined in Beneficiary’s sole discretion and without prejudice to Beneficiary or the Lenders. 

(h) Beneficiary and the Lenders may resort to any remedies and the security given by this Deed of Trust or in any other Loan Document in
whole or in part, and in such portions and in such order as determined by Beneficiary’s sole discretion. No such action shall in any way be considered a waiver of any rights, benefits or remedies evidenced or provided by any Loan Document. The
failure of Beneficiary or the Lenders to exercise any right, remedy or option provided in any Loan Document shall not be deemed a waiver of such right, remedy or option or of any covenant or obligation secured by any Loan Document. No acceptance by
Beneficiary or any Lender of any payment after the occurrence of any Event of Default and no payment by Beneficiary or any Lender of any obligation for which Trustor is liable hereunder shall be deemed to waive or cure any Event of Default, or
Trustor’s liability to pay such obligation. No sale of all or any portion of the Trust Property, no forbearance on the part of Beneficiary, and no extension of time for the payment of the whole or any portion of the Debt or any other indulgence
given by Beneficiary or any Lender to Trustor, shall operate to release or in any manner affect the interest of Beneficiary and the Lenders in the remaining Trust Property or the liability of Trustor to pay the Debt. No waiver by Beneficiary shall
be effective unless it is in writing and then only to the extent specifically stated. All reasonable out-of-pocket costs and expenses of Beneficiary in exercising its rights and remedies under this Section 11 (including reasonable
attorneys’ fees and disbursements to the extent permitted by law), shall be paid by Trustor immediately upon notice from Beneficiary or the applicable Lender, with interest at the Default Rate for the period after notice from Beneficiary, and
such costs and expenses shall constitute a portion of the Debt and shall be secured by this Deed of Trust. 

  
 F-25









 (i) The interests and rights of Beneficiary and the Lenders under the Loan Documents shall
not be impaired by any indulgence, including (i) any renewal, extension or modification which Beneficiary may grant with respect to any of the Debt, (ii) any surrender, compromise, release, renewal, extension, exchange or substitution
which Beneficiary and the Lenders may grant with respect to the Trust Property or any portion thereof or (iii) any release or indulgence granted to any maker, endorser, guarantor or surety of any of the Debt. 

12. Right of Entry. In addition to any other rights or remedies granted under this Deed of Trust, Beneficiary, the Lenders
and their respective agents shall have the right to enter and inspect the Trust Property at any reasonable time during the term of this Deed of Trust to the extent provided in Section 5.06 of the Credit Agreement. 

13. Security Agreement. This Deed of Trust is both a real property deed of trust and a “security agreement”
within the meaning of the UCC. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Trust Property. Trustor by executing and delivering this Deed
of Trust has granted and hereby grants to Beneficiary (on behalf of the Lenders), as security for the Debt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the UCC (such portion of the Trust
Property so subject to the UCC being called in this Section the “Collateral”). This Deed of Trust shall also constitute a “fixture filing” for the purposes of the UCC. As such, this Deed of Trust covers all items of
the Collateral that are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. If an Event of
Default shall occur and be continuing, Beneficiary, in addition to any other rights and remedies which it or the Lenders may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party
upon default under the UCC, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection
and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on
demand any and all reasonable out-of-pocket expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the
Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral, sent to Trustor in accordance with the provisions hereof at least ten days prior to such action, shall constitute commercially
reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its sole discretion shall deem proper.
In the event of any change in name, identity or structure of Trustor, Trustor shall notify Beneficiary thereof and promptly after request shall execute, file and record such UCC forms as are necessary to maintain the priority of Beneficiary’s
lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional UCC forms or continuation statements,
Trustor shall, promptly after request, execute, file and record such UCC forms or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being
understood and agreed, however, that no such additional documents shall increase Trustor’s obligations under the Loan Documents. 
 14. Actions and Proceedings. Beneficiary (on behalf of the Lenders) has the right to appear in and defend any action or proceeding brought with respect to the Trust Property and to bring any
action or proceeding, in the name and on behalf of Trustor, which Beneficiary, in its sole discretion, decides should be brought to protect its interest in the Trust Property. Beneficiary shall, at its option, be subrogated to the lien of any deed
of trust or other security instrument discharged in whole or in part by the Debt, and any such subrogation rights shall constitute additional security for the payment of the Debt. 

  
 F-26









 15. Marshalling and Other Matters. Trustor hereby waives, to the extent
permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Trust Property or any part thereof or
any interest therein. Further, Trustor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Deed of Trust on behalf of Trustor, and on behalf of each and every person acquiring any
interest in or title to the Trust Property subsequent to the date of this Deed of Trust and on behalf of all persons to the extent permitted by applicable law. The lien of this Deed of Trust shall be absolute and unconditional and shall not in any
manner be affected or impaired by any acts or omissions whatsoever of Beneficiary or any Lender and, without limiting the generality of the foregoing, the lien hereof shall not be impaired by (i) any acceptance by Beneficiary and the Lenders of
any other security for any portion of the Debt, (ii) any failure, neglect or omission on the part of Beneficiary to realize upon or protect any portion of the Debt or any collateral security therefor or (iii) any release (except as to the
property released), sale, pledge, surrender, compromise, settlement, renewal, extension, indulgence, alteration, changing, modification or disposition of any portion of the Debt or of any of the collateral security therefor; and Beneficiary may
foreclose, or exercise any other remedy available to Beneficiary and the Lenders under other Loan Documents without first exercising or enforcing any of its remedies under this Deed of Trust, and any exercise of the rights and remedies of
Beneficiary and the Lenders hereunder shall not in any manner impair the Debt or the liens of any other Loan Document or any of Beneficiary’s and the Lenders’ rights and remedies thereunder. 

16. Notices. Notices shall be sent as follows: 
 (i) if to the Beneficiary, to JPMorgan Chase Bank, NA., Credit Services Unit, I Bank One Plaza, Suite IL1-0874, Chicago, Illinois 60670, Attention of Nanette Wilson (Telecopy No. (312) 325-3122),-
with a copy to (x) JPMorgan Chase Bank, N.A., 395 North Service Road, Melville, New York 11747, Attention of Alicia T. Schreibstein (Telecopy No. (631) 514-3222) and (y) Morrison & Foerster LLP, 1290 Avenue of the Americas,
New York, New York 10104, Attention of Thomas P. McGovern, Esq. (Telecopy No. (212) 468-7900); provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other
communication to the Beneficiary; 
 (ii) if to Trustor, to it c/o Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York
11753, Attention of Chief Financial Officer (Telecopy No. (516) 478-5403 with copies to: (x) Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention Chief Legal Officer (Telecopy No. (516) 478-5490 and
(y) DLA Piper LLP (US), 203 N. LaSalle Street, Suite 1900, Chicago, Illinois 60601, Attention: James M. Phipps, Esq. (Telecopy No. (312) 251¬5735); provided that the failure to deliver a copy under (y) above shall not affect the
effectiveness of the delivery of such notice or other communication to the Trustor; 
 (iii) If to the Trustee, at
[            ]; 
 (iv) as to each such party at such other address
as such party shall have designated to the other in a written notice complying as to delivery with the provisions of this Section 16. 
 (v) The Beneficiary or the Trustor may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications. 

  
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 (vi) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Mortgage shall be deemed to have been given on the date of receipt. 

17. Inapplicable Provisions. If any term, covenant or condition of this Deed of Trust is held to be invalid, illegal or
unenforceable in any respect, this Deed of Trust shall be construed without such provision. 
 18. Headings. The
Section headings in this Deed of Trust are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. 

19. Duplicate Originals. This Deed of Trust may be executed in any number of duplicate originals and each such duplicate
original shall be deemed to be an original. 
 20. Definitions. Unless the context clearly indicates a contrary
intent or unless otherwise specifically provided herein, words used in this Deed of Trust may be used interchangeably in singular or plural form; and the word “Trustor” shall mean “each Trustor and any subsequent owner
or owners of the Trust Property or any part thereof or any interest therein,” the word “Beneficiary” shall mean “Beneficiary and any subsequent holder of the Note,” the words “Trust
Property” shall include any portion of the Trust Property and any interest therein, the word “including” means “including but not limited to” and the words “attorneys’ fees”
shall include any and all attorneys’ fees, paralegal and law clerk fees, including fees at the pre-trial, trial and appellate levels incurred or paid by Beneficiary or any Lender in protecting its interest in the Trust Property and Collateral
and enforcing its rights hereunder. 
 21. Homestead. Trustor hereby waives and renounces all homestead and
exemption rights provided by the Constitution and the laws of the United States and of any state, in and to the Trust Property as against the collection of the Debt, or any part thereof. 

22. Assignments. Beneficiary shall have the right to assign or transfer its rights under this Deed of Trust as provided in
the Credit Agreement. Any assignee or transferee shall be entitled to all the benefits afforded Beneficiary under this Deed of Trust. 
 23. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 24. Consents. Any consent or
approval by Beneficiary in any single instance shall not be deemed or construed to be Beneficiary’s consent or approval in any like matter arising at a subsequent date, and the failure of Beneficiary to promptly exercise any right, power,
remedy, consent or approval provided herein or at law or in equity shall not constitute or be construed as a waiver of the same nor shall Beneficiary be estopped from exercising such right, power, remedy, consent or approval at a


  
 F-28









 
later date. Any consent or approval requested of and granted by Beneficiary pursuant hereto shall be narrowly construed to be applicable only to Trustor and the matter identified in such consent
or approval and no third party shall claim any benefit by reason thereof, and any such consent or approval shall not be deemed to constitute Beneficiary or any Lender a venturer or partner with Trustor nor shall privity of contract be presumed to
have been established with any such third party. If Beneficiary deems it to be in its best interest to retain assistance of persons, firms or corporations (including attorneys, title insurance companies, appraisers, engineers and surveyors) with
respect to a request for consent or approval, Trustor shall reimburse Beneficiary for all costs reasonably incurred in connection with the employment of such persons, firms or corporations. 

25. Loan Repayment. Provided no Event of Default exists, this Deed of Trust will be satisfied and discharged of record by
Beneficiary prior to the Maturity Date only in accordance with the terms and provisions set forth in the Credit Agreement. 

26. Other Mortgages or Deeds of Trust; No Election of Remedies. 

(a) The Debt is now or may hereafter be secured by one or more other mortgages, deeds of trust and other security agreements
(collectively, as the same may be amended and in effect from time to time, are herein collectively called the “Other Mortgages”), which cover or will hereafter cover other properties that are or may be located in various
states (the “Other Collateral”). The Other Mortgages will secure the Debt and the performance of the other covenants and agreements of Trustor set forth in the Loan Documents. Upon the occurrence of an Event of Default,
Beneficiary may proceed under this Deed of Trust and/or any or all the Other Mortgages against either the Trust Property and/or any or all the Other Collateral in one or more parcels and in such manner and order as Beneficiary shall elect. Trustor
hereby irrevocably waives and releases, to the extent permitted by law, and whether now or hereafter in force, any right to have the Trust Property and/or the Other Collateral marshaled upon any foreclosure of this Deed of Trust or any Other
Mortgage. 
 (b) Without limiting the generality of the foregoing, and without limitation as to any other right or remedy
provided to Beneficiary and the Lenders in this Deed of Trust or the other Loan Documents, in the case of an Event of Default (i) Beneficiary and the Lenders shall have the right to pursue all of its rights and remedies under this Deed of Trust
and the Loan Documents, at law and/or in equity, in one proceeding, or separately and independently in separate proceedings from time to time, as Beneficiary, in its sole and absolute discretion, shall determine from time to time, (ii) neither
Beneficiary nor the Lenders shall be required to either marshall assets, sell the Trust Property and/or any Other Collateral in any particular order of alienation (and may sell the same simultaneously and together or separately), or be subject to
any “one action” or “election of remedies” law or rule with respect to the Trust Property and/or any Other Collateral, (iii) the exercise by Beneficiary and/or the Lenders of any remedies against any one item of Trust
Property and/or any Other Collateral will not impede Beneficiary or the Lenders from subsequently or simultaneously exercising remedies against any other item of Trust Property and/or Other Collateral, (iv) all liens and other rights, remedies
or privileges provided to Beneficiary herein shall remain in full force and effect until Beneficiary have exhausted all of their remedies against the Trust Property and all Trust Property has been foreclosed, sold and/or otherwise realized upon in
satisfaction of the Debt, and (v) Beneficiary and the Lenders may resort for the payment of the Debt to any security held by Beneficiary and the Lenders in such order and manner as Beneficiary, in its discretion, may elect and Beneficiary and
the Lenders may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Beneficiary or the Lenders thereafter to foreclose this Deed of Trust. 

  
 F-29









 (c) Without notice to or consent of Trustor and without impairment of the lien and rights
created by this Deed of Trust, Beneficiary may, at any time (in its sole and absolute discretion, but Beneficiary shall have no obligation to), execute and deliver to Trustor a written instrument releasing all or a portion of the lien of this Deed
of Trust as security for any or all of the obligations of Trustor now existing or hereafter arising under or in respect of the Note, the Credit Agreement and each of the other Loan Documents, whereupon following the execution and delivery by
Beneficiary to Trustor of any such written instrument of release, this Deed of Trust shall no longer secure such obligations of Trustor so released.] 
 27. Governing Law. With respect to matters relating to the creation, perfection and procedures relating to the enforcement of the Liens created pursuant to this Deed of Trust, this Deed of
Trust shall be governed by, and construed in accordance with, the laws of the state in which the Property is located (without regard to conflict of law provisions thereof), it being understood that, except as expressly set forth above in this
Section and to the fullest extent permitted by the law of such State and pursuant to Section 5-1401 of the General Obligations Law of the State of New York, the law of the State of New York (without regard to conflict of law provisions thereof
except for the provisions of Section 5-1401 of the General Obligations Law of the State of New York) shall govern all matters relating to this Deed of Trust and the other Loan Documents and all of the indebtedness or obligations arising
hereunder or thereunder. All provisions of the Credit Agreement incorporated herein by reference shall be governed by, and construed in accordance with, the laws of the State of New York pursuant to Section 5-1401 of the General Obligations Law
of the State of New York, as set forth in the governing law provision of the Credit Agreement. 
 28. [Intentionally
Deleted]. 
 29. Trustee; Successor Trustee. Trustee shall not be liable for any error of judgment or act
done by Trustee, or be otherwise responsible or accountable under any circumstances whatsoever, except if the result of Trustee’s gross negligence or willful misconduct. Trustee shall not be personally liable in case of entry by him or anyone
acting by virtue of the powers herein granted him upon the Trust Property for debts contracted or liability or damages or damages incurred in the management or operation of the Trust Property. Trustee shall have the right to rely on any instrument,
document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder or believed by him to be genuine. Trustee shall be entitled to reimbursement for actual reasonable out-of-pocket expenses incurred by him in
the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Trustor will, from time to time, reimburse Trustee for and save and hold him harmless from and against any and all loss,
liability or damage whatsoever and such reasonable out-of-pocket expenses incurred by him in the performance of his duties. All monies received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated in any manner from any other monies (except to the extent required by law) and Trustee shall be under no liability for interest on any monies received by him hereunder. Trustee may resign by giving of
notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust or shall fail or refuse to exercise the same when requested by Beneficiary or if for any or no
reason and without cause Beneficiary shall prefer to appoint a substitute trustee to act instead of the original Trustee named herein, or any prior successor or substitute trustee, Beneficiary shall, without any formality or notice to Trustor or any
other person, have full power to appoint a substitute trustee and, if Beneficiary so elects, several substitute trustees in succession who shall succeed to all the estate, rights, powers and duties of the aforenamed Trustee. Each appointment and
substitution shall be evidenced by an instrument in writing which shall recite the parties to, and the book and page of record of, this Deed of Trust, and the description of the real property herein described, which instrument, executed and
acknowledged by Beneficiary, shall (i) be conclusive proof of the proper substitution and appointment of such successor Trustee or Trustees, (ii) duly assign and transfer all the estates, properties, rights, powers and trusts of Trustee so
ceasing to act and (iii) be notice of such proper substitution and appointment to all 

  
 F-30









 
parties in interest. In addition, such Trustee ceasing to act shall duly assign, transfer, and deliver any of the property and monies held by Trustee to the successor Trustee so appointed in its
or his place. The Trustee may act in the execution of this trust and may authorize one or more parties to act on his behalf to perform the ministerial functions required of him hereunder, including without limitation, the transmittal and posting of
any notices and it shall not be necessary for any Trustee to be present in person at any foreclosure sale. 
 30. Variable
Interest Rate. The Loan secured by this Deed of Trust is a variable interest rate loan, as more particularly set forth in the Credit Agreement. 
 PART II—STATE-SPECIFIC PROVISIONS 
 31. Conflicts With Part
I. In the event of any conflict between the provisions of this Part II and any provision of Part I, then the provisions of this Part II shall control. 
 [INSERT STATE SPECIFIC PROVISIONS] 

  
 F-31









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

			
	Trustor:
	
	[                            
                                         
         ],
	  a
[                                         
                               ]
		
	By:	 	 
		 	 Name:

Title:



 [Add State Specific Acknowledgment] 

  
 F-32









 EXHIBIT A 

Legal Description 

  
 F-33









 EXHIBIT G 
 FORM OF ASSIGNMENT OF LEASES AND RENTS 
 THIS DOCUMENT PREPARED BY AND 

RECORDING REQUESTED BY AND WHEN 
 RECORDED MAIL
TO: 
 Morrison & Foerster LLP 

1290 Avenue of the Americas 
 New York, New York
10104 
 Attention: Thomas P. McGovern 
  

 
 ASSIGNMENT OF LEASES AND RENTS

 Dated and effective as of [            ],
201[    ] 
 between 
 [                        ] 

as Assignor 
 and

 JPMORGAN CHASE BANK, N.A. 
 as Administrative Agent, 
 as Assignee 

 
  

  
 G-1









 THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) dated and
effective as of the [            ] day of [            ], 201[    ], made by
[            ], a [            ], having an address at
[            ] (“Assignor”), to JPMORGAN CHASE BANK, N.A., as administrative agent on behalf of the Lenders (as defined below) (or its successors and assigns
as Administrative Agent under the Credit Agreement defined below, hereinafter referred to as “Assignee”), having an address at 1 Bank One Plaza, Suite IL1-0874, Chicago, Illinois 60670. 

W I T N E S S E T H : 

WHEREAS, Assignor is the owner of a [fee simple][leasehold] title to that certain parcel or parcels of real property (the
“Premises”) described in Exhibit A attached hereto, together with the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and other improvements now or hereafter
located thereon (collectively, the “Property”); 
 WHEREAS, Getty Realty Corp., the direct or indirect
beneficial owner of Mortgagor (the “Borrower”), Assignee and the lenders party thereto (the “Lenders”) have entered into a certain Amended and Restated Credit Agreement dated as of March
[            ], 2012 (as amended, modified, restated, consolidated or supplemented from time to time, the “Credit Agreement”), pursuant to which the Lenders have
agreed to make secured loans to the Borrower in the maximum principal amount of up to $175,000,000 (the “Loans”); 
 WHEREAS, the Borrower has executed certain promissory notes to the respective order of the Lenders in the aggregate principal amount of the Loans (as the same may be amended, modified, restated, severed,
consolidated, renewed, replaced, or supplemented from time to time, individually or collectively as the context requires, the “Note”), which are secured by, inter alia, that certain [deed of trust][mortgage], assignment of
leases and rents and security agreement (as amended from time to time, the “Mortgage”) on the Property, made by Assignor for the benefit of Assignee, and that certain Guaranty, made by Assignor and certain Affiliates of
Assignor, in favor of Assignee (the “Guaranty”); 
 WHEREAS, it is a condition to the obligation of
Lenders to make the Loans to Assignor pursuant to the Credit Agreement that Assignor execute and deliver this Assignment; 

WHEREAS, this Assignment is being given as additional security for the Loans; and 

WHEREAS, capitalized terms used in this Assignment without definition have the respective meanings assigned to such terms in the Credit
Agreement or the Mortgage, as the case may be, the terms of each of which are specifically incorporated by reference herein. 

NOW, THEREFORE, for good and valuable consideration, receipt of which by the parties hereto is hereby acknowledged, and additionally for
the purpose of additionally securing the Debt, Assignor hereby assigns, transfers, conveys and sets over unto Assignee (on behalf of the Lenders), all right, title and interest of Assignor in and to all Leases and all Rents; 

  
 G-2









 TO HAVE AND TO HOLD the same unto Assignee, and its successors and assigns forever, upon the
terms and conditions and for the uses hereinafter set forth. 
 And Assignor hereby further agrees as follows: 

1. Certain Representations, Warranties and Covenants. Assignor represents, warrants and covenants to Assignee (on behalf of the
Lenders) that: 
 (a) The payment of the Rents to accrue under any Lease will not be waived, released, reduced, discounted or
otherwise discharged or compromised by Assignor; 
 (b) Assignor has not performed, and will not perform, any acts, and has not
executed, and will not execute, any instrument that would prevent Assignee from exercising its rights under this Assignment; and 
 (c) Upon the revocation of the license referred to in Section 2(a) below, Assignor shall authorize and direct any tenant under any of the Leases and any successor to all or any part of the interests
of any such tenant to pay directly to an account held by Assignee, as directed by Assignee in accordance with the terms of the Mortgage, the Rents due and to become due under such tenant’s Lease, and such authorization and direction shall be
sufficient warrant to the tenant to make future payments of Rents directly to such in accordance with the terms of the Mortgage without the necessity for further consent by Assignor. 

2. Assignment; Deferred Exercise of Rights. As part of the consideration for the Debt, Assignor does hereby absolutely and
unconditionally assign to Assignee (on behalf of the Lenders) all right, title and interest of Assignor in and to all present and future Leases and Rents, and this Assignment constitutes a present and absolute assignment and is intended to be
unconditional and not as an assignment for additional security only. Nevertheless, in accordance with Section 2 of the Mortgage, Assignee as Mortgagee, has granted to Assignor as Mortgagor, a revocable license to operate and manage the
Mortgaged Property, to exercise all of the rights of the landlord under the Leases and to collect the Rents subject to the requirements of the Credit Agreement; however, upon the written revocation of such license by Assignee as Mortgagee following
the occurrence and during the continuance of an Event of Default, the license granted to Assignor as Mortgagor in the Mortgage shall be revoked and Assignee as Mortgagee shall immediately upon such revocation be entitled to possession of all Rents
in the Assignor’s account or accounts with the Assignee (including all subaccounts thereof) and all Rents collected thereafter (including Rents past due and unpaid), whether or not Assignee enters upon or takes control of the Mortgaged
Property. As further provided in Section 2 of the Mortgage, any Rents collected after the revocation of such license may be applied toward payment of the Debt in such priority and proportions as Assignee in its sole discretion shall deem
proper. It is further intended that it not be necessary for Assignee or any Lender to institute legal proceedings, absent any requirements of law or regulation to the contrary, to enforce the provisions hereof. 

3. Rents Held in Trust by Assignor. After the revocation of the license referred to in Section 2, Rents held or received by
Assignor shall be held or received by Assignor as trustee for the benefit of Assignee only and shall immediately be deposited directly to the Assignor account held by Assignee. 

  
 G-3









 4. Effect on Rights Under Other Documents. Nothing contained in this Assignment and
no act done or omitted by Assignee pursuant to the powers and rights granted it hereunder shall be deemed to be a waiver by Assignee or any Lender of its respective rights and remedies under any of the other Loan Documents, and this Assignment is
made and accepted without prejudice to any of the rights and remedies possessed by Assignee or the Lenders under the terms of the other Loan Documents. The rights of Assignee and the Lenders under the other Loan Documents may be exercised by
Assignee or the Lenders either prior to, simultaneously with, or subsequent to any action taken by Assignee hereunder. This Assignment is intended to be supplementary to and not in substitution for or in derogation of any assignment of rents or
grant of a security interest contained in any of the other Loan Documents. 
 5. Event of Default. Upon or at any time
after the occurrence and during the continuance of an Event of Default and the revocation of the license referred to in Section 2, above, in addition to and without limiting any of Assignee’s rights and remedies hereunder and under the
other Loan Documents and as otherwise available at law or in equity: 
 (a) Assignee may, at its option, without waiving such
Event of Default and without regard to the adequacy of the security for the Debt, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without taking possession of the Property in its own
name, demand, sue for or otherwise collect and receive all Rents, including those past-due and unpaid, for application to the payment of the Debt in accordance with the terms of the Loan Documents, and Assignee may enter into, and to the extent that
Assignor would have the right to do so, cancel, enforce or modify any Lease. The exercise by Assignee of the option granted it in this Section and the collection of the Rents and the application thereof as herein provided shall not be considered a
waiver of any Event of Default. 
 (b) Assignor hereby acknowledges and agrees that payment of any item of Rent by a Person to
Assignee as hereinabove provided shall constitute payment in full of such item of Rent by such Person, as fully and with the same effect as if it had been paid to Assignor. 
 (c) Assignee in respect of the Leases and Rents shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in the state in which such rights and remedies
are asserted as described in Section 12(b) to the extent of such rights thereunder and additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies
hereunder may be asserted. 
 6. Application of Rents and Proceeds. After the occurrence and during the continuance of an
Event of Default, Rents received or held by Assignor or Assignee shall be applied to the Debt in Assignee’s sole discretion. 

  
 G-4









 7. Attorney-in-Fact. Upon the occurrence and during the continuance of an Event of
Default and the revocation of the license referred to in Section 2, Assignor does hereby irrevocably appoint Assignee as its attorney-in-fact with full power, in the name and stead of Assignor to demand, collect, receive and give complete
acquittance for any and all of the Rents now due or that may hereafter become due, and at Assignee’s discretion, to file any claim, to take any other action, to institute any proceeding or to make any settlement of any such claim, either in its
own name or in the name of Assignor or otherwise, which Assignee may deem necessary or desirable in order to collect and enforce the payment of Rents. 
 8. Termination. Assignee, by the acceptance of this Assignment on behalf of the Lenders, agrees that when all of the Debt shall have been paid in full, this Assignment shall terminate, and Assignee
shall execute and deliver to Assignor, upon such termination such instruments of termination or re-assignment and Uniform Commercial Code termination statements, all without recourse and without any representation or warranty whatsoever, as shall be
reasonably requested by Assignor. 
 9. Expenses. Assignor agrees to pay to Assignee all reasonable out-of-pocket
expenses (including reasonable expenses for attorneys’ fees and costs of every kind) of, or incident to, the enforcement of any of the provisions of this Assignment. 
 10. Further Assurances. Assignor agrees that, from time to time upon the written request of Assignee, it will give, execute, deliver, file and/or record any financing statements, notice,
instrument, document, agreement or other papers and do such other acts and things that may be necessary and desirable to create, preserve, perfect or validate this Assignment, to enable Assignee to exercise and enforce its rights hereunder with
respect to this Assignment or to otherwise carry out the purposes and intent of this Assignment. 
 11. No Obligation by
Assignee. By virtue of this Assignment, Assignee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability under any of the Leases. This Assignment shall not operate
to constitute Assignee as a lender in possession of the Property or to place responsibility for the control, care, management or repair of the Property upon Assignee, nor shall it operate to make Assignee responsible or liable for any waste
committed on the Property by any tenant or other party in possession or for any dangerous or defective condition of the Property or for any negligence in the management, upkeep, repair or control thereof. 

12. Miscellaneous. 
 (a) No failure on the part of Assignee, any Lender or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise by Assignee, any Lender or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. Subject to Section 16 hereof, the remedies herein are cumulative and are not exclusive of any remedies provided by law. 

  
 G-5









 (b) WITH RESPECT TO MATTERS RELATING TO THE CREATION, PERFECTION AND PROCEDURES RELATING TO
THE ENFORCEMENT OF THIS ASSIGNMENT, THIS ASSIGNMENT SHALL BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED (WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF), IT BEING UNDERSTOOD THAT,
EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS PARAGRAPH AND TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE AND PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THE LAW OF THE STATE OF NEW YORK (WITHOUT
REGARD TO CONFLICT OF LAW PROVISIONS THEREOF EXCEPT FOR THE PROVISIONS OF SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) SHALL GOVERN ALL MATTERS RELATING TO THIS ASSIGNMENT AND THE OTHER LOAN DOCUMENTS AND ALL OF THE
INDEBTEDNESS OR OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. ALL PROVISIONS OF THE CREDIT AGREEMENT INCORPORATED HEREIN BY REFERENCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OR NEW YORK PURSUANT TO SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AS SET FORTH IN THE GOVERNING LAW PROVISION OF THE CREDIT AGREEMENT. 

(c) Subject to Section 16 hereof, all rights and remedies set forth in this Assignment are cumulative, and Assignee and the
Lenders may recover judgment thereon, issue execution therefor, and resort to every other right or remedy available at law or in equity, without first exhausting and without affecting or impairing the security of any right or remedy afforded hereby;
and no such right or remedy set forth in this Assignment shall be deemed exclusive of any of the remedies or rights granted to Assignee or the Lenders in any of the Loan Documents. Nothing contained in this Assignment shall be deemed to limit or
restrict the rights and remedies of Assignee or the Lenders under the Credit Agreement or any of the other Loan Documents. 

(d) Assignor represents that it: (i) has been advised that Assignee and the Lenders engage in the business of real estate
financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Assignor or its affiliates; (ii) is represented by competent counsel and has consulted counsel before executing
this Assignment; and (iii) has relied solely on its own judgment and on its counsel and advisors in entering into the transaction(s) contemplated hereby without relying in any manner on any statements, representations or recommendations of
Assignee or any parent, subsidiary or affiliate of Assignee. 
 13. No Oral Change. This Assignment may not be amended
except by an instrument in writing signed by Assignor and Assignee. 
 14. Successors and Assigns. Assignor may not
assign its rights under this Assignment except as permitted under the Credit Agreement. Subject to the foregoing, this Assignment shall be binding upon, and shall inure to the benefit of, Assignor and its successors and assigns and Assignee and its
successors and assigns as Administrative Agent under the Credit Agreement. 

  
 G-6









 15. Notices. All notices, requests and other communications provided for herein shall
be given or made in writing in the manner specified in the Mortgage. 
 16. [INSERT ANY APPLICABLE STATE SPECIFIC PROVISIONS]


  
 G-7









 IN WITNESS WHEREOF, this Assignment has been duly executed by Assignor as of the day and
year first above written. 
 ASSIGNOR: 

[                   
                 ] 
 By:
                                         
                                

        Name: 

        Title: 
 [ADD STATE-SPECIFIC ACKNOWLEDGMENT] 







 EXHIBIT A 

Description of Property 

  
 G-1









 EXHIBIT H 
 FORM OF LOCAL COUNSEL OPINION 
 [LETTERHEAD OF LAW FIRM] 

[Date] 
 To the Lenders and the Administrative

   Agent Referred to Below 

c/o JPMorgan Chase Bank, N.A., as 

  Administrative Agent 
 270 Park
Avenue 
 New York, New York 10017 
  

	 	Re:	$[175,000,000] Loan made by the Lenders to the Borrower 

 Ladies and Gentlemen: 
 We have acted as counsel to
[            ], a [            ] corporation (the “Company”) in connection with that certain $[175,000,000] loan
(the “Loan”) being made this day pursuant to that certain Amended and Restated Credit Agreement, dated as of the date hereof (the “Loan Agreement”), among the lenders party thereto (together with their successors
and assigns, the “Lenders”), Getty Realty Corp., a Maryland corporation (the “Borrower”) and JPMorgan Chase Bank, N.A., as Administrative Agent to the Lenders (together with its successors and assigns, the
“Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Loan Agreement. In such capacity, we have reviewed the following documents, dated as of the date hereof, executed
in connection with the Loan: 
  

	 	a.	Loan Agreement; 

  

	 	b.	[Mortgage/Deed of Trust], Assignment of Leases and Rents and Security Agreement (the “Mortgage/Deed of Trust”) made by the Company to Administrative Agent as
security for the Loan and covering the real property known as [            ] located at [            ]; 


 

	 	c.	[Assignment of Leases and Rents (the “Assignment of Leases”) made by the Company in favor of Administrative Agent as further security for the Loan;] and


  

	 	d.	[UCC-l Financing Statement (the “Fixture Filing”) with respect to the Mortgage, naming the Company as debtor, and Administrative Agent as secured party, to be
filed with the Office of the [Clerk] [Register] of [            ] (the “Office”)]. 

 The Mortgage [, the Assignment of Leases and the Fixture Filing] [is][are] hereinafter [collectively] referred to as the “Loan Documents.” 

In rendering our opinion we have also examined such certificates of public officials, corporate documents and records, bylaws and other
certificates and instruments as we have deemed necessary for the purposes of the opinion herein expressed. As to various questions of fact material to our opinion, we have relied upon certificates and written statements of officers of the Company.
We have assumed that the Mortgage will be duly recorded in the Office and that all applicable recording tax imposed thereon will be paid. 

  
 H-1









 We have not made any investigation of and do not express an opinion as to, any matters of
title to any property (whether real, personal or mixed). We also do not express any opinion as to the adequacy of the description of the property contained in the Fixture Filing. 

We express no opinion with respect to the effect of any law other than the law of the State of
[            ] (the “State”) and the federal law of the United States. 
 Based on the foregoing and upon such investigation as we have deemed necessary, and subject to the qualifications and exceptions herein contained, we are of the opinion that: 

1. The Company is duly qualified to do business under the laws of the State. 

2. The Loan Documents to which the Company is a party are the valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except as may be limited by (i) bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, and (ii) general principles of equity (regardless of whether
considered in a proceeding in equity or at law). The aforesaid opinion as to enforceability of the Loan Documents is also subject to the qualification that certain provisions contained in the Loan Documents may not be enforceable, but (subject to
the limitations set forth in the foregoing clauses (i) and (ii)) such unenforceability will not render the Loan Documents invalid as a whole or substantially interfere with realization of the principal benefits and/or security provided thereby.

 3. Neither the execution and delivery of the Loan Documents to which the Company is a party or by which the Company is bound,
nor the consummation of the transactions contemplated thereunder conflicts with any provision of any existing law, rule or regulation to which the Company is subject. 
 4. The Loan, as made, will not violate any applicable usury laws of the State or other applicable laws regulating the interest rate, fees and other charges that may be collected with respect to the Loan.

 5. The Loan Documents are in proper form for recording under the laws of the State. 

6. The recording of the Mortgage in the Office [IF SEPARATE FIXTURE FILINGS ARE REQUIRED, INCLUDE THE FOLLOWING TEXT: and the filing the
Fixture Filing in the real estate records in the Office] [is/are] the only recording[s] or filing[s] necessary to publish notice of the parties thereto, and to perfect the liens and security interests created pursuant thereto in the real property
and fixtures described therein. 
 7. [IF SEPARATE FIXTURE FILINGS ARE REQUIRED, INCLUDE THE FOLLOWING OPINION: The Fixture
Filing is in proper form for [filing] [recording] under the law of the State.] 
 8. A court sitting in the State, if properly
presented with the facts, would enforce the choice of law provision contained in the Mortgage. 
 9. The Mortgage contains the
terms and provisions that are necessary to enable the Administrative Agent, following a default thereunder, to exercise the remedies that are customarily available to a mortgage lienholder in the State. 

  
 H-2









 10. The [exercise of the Trustee’s power of sale under][foreclosure of] the Mortgage
will not in any manner restrict, affect or impair the obligations of the Company with respect to the obligations due under the Loan Documents or the rights and remedies of Administrative Agent with respect to the foreclosure or enforcement of any
other security interests or liens securing the obligations due under the Loan Documents to the extent that the deficiency remains unpaid after application of the proceeds of such [exercise of such power of sale][foreclosure]. 

11. No recording, filing, privilege, documentary stamp, intangibles or other tax must be paid in connection with the execution, delivery,
recordation or enforcement of the Mortgage [or the Fixture Filing][, except for             ]. 
 12. Under the law of the State, a foreign entity is not required, solely as a lender making loans or extending credit secured by real property in the State, to procure a certificate of authority to
transact business or otherwise qualify to do business in the State. As such, Administrative Agent and the Lenders will not, solely by reason of the making of the Loan and extending other credit under the Loan Documents and the execution and delivery
by the Company of the Mortgage [and the Fixture Filing] (and/or the filing or recording of the same), be required (a) to qualify to do business in the State or to comply with the requirements of any foreign registration or qualification statute
of the State, (b) be subject to taxation by the State or any political subdivision of said State or (c) be required to make any filing with any court or other judicial administrative body in or of the State preceding enforcement in order
to carry out any of the transactions contemplated by the Loan Documents or to avail itself of any of the remedies provided by the Mortgage. 

The foregoing opinions shall not be relied upon by any party other than Administrative Agent, the Lenders, their respective successors and/or assigns,
any rating agency involved in the securitization of the Loan, and their respective counsel. 
 Very truly yours, 

[            ] 

  
 H-3









 EXHIBIT I 
 [RESERVED] 

  
 I-1









 EXHIBIT J 
 FORM OF JOINDER AGREEMENT 
 JOINDER AGREEMENT 

 

	To:	JPMorgan Chase Bank, N.A., as Agent 

  

	Re:	Getty Realty Corp. Credit Facility 

 Date:
            , 201     
 Ladies and Gentlemen: 

This Joinder Agreement (“Joinder Agreement”) is made and delivered pursuant to (i) Section 2.05(b)(v) of that
certain Amended and Restated Credit Agreement, dated as of March [            ], 2012 (as amended, modified, supplemented, extended, renewed or replaced from time to time, the
“Credit Agreement”), by and among Getty Realty Corp., a Maryland corporation (the “Borrower”), the Lenders from time to time party thereto (each a “Lender” and, collectively, the
“Lenders”) and the JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”), (ii) Section 13 of that certain Guaranty dated as of March
[            ], 2012 (as amended, modified, supplemented, extended, renewed or replaced from time to time, the “Guaranty”), made by each entity named in the signature pages
thereof (each a “Guarantor”), in favor of the Agent and the Lenders and (iii) Section 24 of that certain Environmental Indemnity Agreement, dated as of March
[            ], 2012 (as amended, modified, supplemented, extended, renewed or replaced from time to time, the “Environmental Indemnity” and, together with the Guaranty,
the “Guarantor Documents”), made by the Borrower and each Guarantor (each, an “Indemnitor”) in favor of the Agent and the Lenders. All capitalized terms used in this Joinder Agreement and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement. 
 Each of the undersigned is a Subsidiary of Borrower
and hereby acknowledges, for the benefit of the Agent and the Lenders, that it shall be a “Guarantor” for all purposes of the Guaranty and an “Indemnitor” for all purposes of the Environmental Indemnity, and assumes all of the
respective liabilities, duties and obligations of a Guarantor and an Indemnitor thereunder, effective from the date hereof, jointly and severally with all other Guarantors and Indemnitors. The undersigned hereby agrees it will perform all of the
obligations of (i) a Guarantor under, and to be bound in all respects by the terms of, the Guaranty to the same extent and with the same force and effect as if the undersigned were an original signatory thereto and (ii) an Indemnitor
under, and to be bound in all respects by the terms of, the Environmental Indemnity to the same extent and with the same force and effect as if the undersigned were an original signatory thereto. Additionally, the undersigned expressly consents to,
ratifies and adopts for itself, all of the waivers set forth in the Guaranty and the Environmental Indemnity, including without limitation, those set forth in Section 3 of the Guaranty and Section 11 of the Environmental Indemnity.


  
 J-1









 The undersigned confirms that the representations and warranties set forth in Section 4
of the Guaranty and Section 2 of the Environmental Indemnity are true and correct as to the undersigned as of the date hereof. 
 Without limiting the foregoing, as of the date of this Joinder Agreement, the undersigned represents and warrants to the Agent and the Lenders, that after taking into account the benefits received by the
undersigned from the Credit Agreement and the Contribution Agreement to which the undersigned is concurrently herewith becoming a party pursuant to an accession agreement thereto: (i) assuming that Section 14(d) of the Guaranty and
Section 23 of the Environmental Indemnity are fully enforceable, the Guaranty and/or the Environmental Indemnity (A) do not render the undersigned insolvent and (B) do not result in debts of the undersigned being beyond the
undersigned’s ability to pay as such debts mature, and (ii) based on reasonable assumptions, the undersigned projects that it will be able to continue to conduct its business operations as currently conducted. 

Additionally, the undersigned hereby agrees to observe, perform and comply with all covenants applicable to the undersigned set forth in
Articles V and VI of the Credit Agreement that by their terms the Borrower is required to cause the undersigned, as a “Subsidiary” or a “Guarantor”, to observe, perform and comply with, as if such covenants were set forth in full
herein. 
 This Joinder Agreement shall constitute a Loan Document under the Credit Agreement. The address for the undersigned
for purposes of all notices and communications is the address set forth on the signature page hereof. 
 THIS JOINDER AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW, EXCEPT FOR THE PROVISIONS OF SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, TO THE
EXTENT THAT IT MANDATES THAT THE LAW OF THE STATE OF NEW YORK SHALL GOVERN. 
 THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS JOINDER OR ANY OTHER GUARANTOR DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN SUCH FEDERAL COURT. THE UNDERSIGNED AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS JOINDER AGREEMENT SHALL AFFECT ANY 

  
 J-2









 
RIGHT THAT THE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS JOINDER AGREEMENT OR ANY OTHER GUARANTOR DOCUMENT AGAINST THE UNDERSIGNED OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAWS, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS JOINDER OR ANY OTHER GUARANTOR DOCUMENT IN ANY COURT REFERRED TO ABOVE. THE
UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

THE UNDERSIGNED IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7 OF THE GUARANTY. NOTHING IN
THIS JOINDER WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWS. 

[Signature appears on the next page.] 

  
 J-3









 IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement, as of the date
first above written. 

[                   
                 ], 

    a
[                            ] 

By:
                                        

         Name: 

        Title: 

  
 J-4









 EXHIBIT K 
 FORM OF ENVIRONMENTAL INDEMNITY AGREEMENT 
 ENVIRONMENTAL INDEMNITY
AGREEMENT 
 This ENVIRONMENTAL INDEMNITY AGREEMENT (this “Indemnity”), dated as of March
            , 2012, is made jointly and severally by GETTY REALTY CORP., a Maryland corporation (“Borrower”), the parties identified in Schedule I
attached hereto and each other Person that becomes a party hereto pursuant to Section 24 (the “Guarantors”, and, together with Borrower, individually an “Indemnitor” and collectively, the
“Indemnitors”), each having an address at c/o Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, in favor of JPMORGAN CHASE BANK, N.A., as administrative agent on behalf of certain Lenders (as defined
below) (together with its successors and assigns, hereinafter referred to as “Administrative Agent”), having an address at I Bank One Plaza, Suite IL1-0874, Chicago, Illinois 60670. 

R E C I T A L S: 

Pursuant to that certain Amended and Restated Credit Agreement dated as of the date hereof (as the same may be amended, modified,
supplemented or replaced from time to time, the “Credit Agreement”) between Borrower, Administrative Agent and certain lenders party thereto (each, a “Lender”, and collectively, the
“Lenders”), the Lenders have agreed to make loans to Borrower in an aggregate principal amount of up to $175,000,000 (the “Loans”), subject to the terms and conditions of the Credit Agreement;

 As a condition to the Lenders’ making the Loans, Administrative Agent and the Lenders are requiring that Indemnitors
execute and deliver to Administrative Agent (on behalf of the Lenders) this Indemnity; and 
 The Guarantors, being members of
a group of entities affiliated with the Borrower and being engaged in related businesses, will receive direct and indirect benefits from the Loans. 
 NOW, THEREFORE, in consideration of the premises set forth herein and as an inducement for and in consideration of the agreement of the Lenders to make the Loans pursuant to the Credit Agreement,
each Indemnitor hereby agrees, covenants, represents and warrants to Administrative Agent and the Lenders as follows: 
 1.
Definitions. 
 “Administrative Agent’s Belief of a Release or Violation”
shall mean Administrative Agent’s good faith judgment that (a) there has been or is threatened a Hazardous Substance Release on or from a Borrowing Base Property or (b) a Borrowing Base Property, or an Indemnitor in connection with a
Borrowing Base Property, is in violation of any applicable Environmental Law. 

  
 K-1









 “Environmental Activity” shall mean any treatment, manufacturing,
refining, storage, existence, release, generation, production, processing, abatement, removal, disposal, handling or transportation of any Hazardous Substances from, under, into or on the Property. 

“Environmental Laws” shall mean, collectively, any present or future local, state or federal law, rule or
regulation pertaining to or imposing liability or standards of conduct concerning environmental regulation, contamination or clean-up, including the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act, the Emergency Planning and Community Right-to-Know Act of 1986, the Hazardous Substances Transportation Act, the Solid Waste Disposal Act, the Clean Water Act, the Clean Air Act, the Toxic Substance Control Act, the Safe Drinking Water
Act, the Occupational Safety and Health Act, any state super-lien and environmental clean-up statutes (including with respect to Toxic Mold), any local law requiring related permits and licenses and all amendments to and regulations in respect of
the foregoing laws. 
 “Environmental Liability” shall mean any and all losses,
liabilities, damages, obligations, claims, actions, suits, proceedings, disbursements, settlement payments, penalties, costs and expenses (including, without limitation, reasonable attorneys fees, disbursements and costs and all other professional
or consultants reasonable fees and expenses) in connection with or arising out of or relating to (a) any Hazardous Substances on, in, under or affecting all or any portion of the Property, (b) any material representation, inaccuracy or
breach of any warranty, covenant or agreement contained or referred to in this Indemnity, (c) any violation or claim of violation by or against any Indemnitor of any Environmental Law relating to the Property or any portion thereof,
(d) any Regulatory Actions, whether or not any suit, action or proceeding is commenced or threatened, (e) the preparation of all feasibility studies and the obtaining of all permits and licenses required by, or undertaken in order to
comply with, the requirements of any Governmental Authority or quasi-Governmental Authority, or (f) the removal, discharge and satisfaction of all liens, encumbrances, restrictions on the Property relating to the foregoing. 

“Environmental Reports” shall mean, collectively, the environmental reports delivered to the
Administrative Agent in connection with the Loans. 
 “Hazardous Substances” shall mean hazardous,
toxic or harmful substances, wastes, materials, pollutants or contaminants (including, without limitation, asbestos, polychlorinated biphenyls, petroleum products, flammable explosives, radioactive materials, paint containing more than 0.5% lead by
dry weight and infectious substances or raw materials which include hazardous constituents), Toxic Mold, or any other substances or materials which are included under or regulated by Environmental Laws. 

“Hazardous Substances Release” shall mean any release, spill, leak, pumping, pouring, emitting,
emptying, discharge, injection, escaping, leaching, dumping or disposing into the environment (air, land or water) of any Hazardous Substances, including, without limitation, by means of any contamination, leaking, corrosion or rupture of or from
any Tank(s), which is in violation of Environmental Laws. 
 “Indemnified Persons” shall
mean Administrative Agent, the Lenders, and their respective parents, subsidiaries and Affiliates, officers, directors, members, managers, partners, agents, employees, and the heirs, successors and assigns of all of the foregoing. 

  
 K-2









 “Regulatory Actions” shall mean any notice, summons,
citation, directive, investigation, litigation, proceeding, inquiry, lien, encumbrance or restriction, settlement, remedial response, clean-up or closure arrangement or any other remedial obligations by or with any Governmental Authority in relation
to Environmental Activity. 
 “Tank(s)” shall mean any underground or above-ground
storage tanks, pipes or pipelines for the storage or transportation of Hazardous Substances, including, without limitation, heating oil, fuel oil, gasoline and/or other petroleum products, whether such tanks, pipes or pipelines are in operation, not
operational, closed or abandoned. 
 “Toxic Mold” shall mean hazardous, toxic and/or dangerous
substances, toxic mold or fungus of a type that may pose a risk to human health or the environment or would negatively impact the value of any Property. 
 “Use” shall mean ownership, use, development, construction, maintenance, management, operation or occupancy. 

All capitalized terms used in this Indemnity and not otherwise defined herein shall have the respective meanings ascribed thereto in the
Credit Agreement. 
  

	 	2.	 Representations of Indemnitor. Each Indemnitor represents and warrants to Administrative Agent and the Lenders that, except to the extent that
the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect or have been previously disclosed in any Environmental Report or otherwise
disclosed by any Indemnitor to the Administrative Agent or the Lenders: (a) no Indemnitor has used Hazardous Substances at or affecting any Borrowing Base Property in any manner which violates any Environmental Laws; (b) to the best of
such Indemnitor’s knowledge, no prior or current owner, tenant, subtenant, occupant or operator of any Borrowing Base Property has engaged in any Environmental Activity with respect to such Borrowing Base Property which violates any
Environmental Laws; (c) the Use of any Borrowing Base Property for its intended purpose will not result in any Environmental Activity in violation of any Environmental Laws; (d) no Indemnitor has otherwise engaged and does not intend to
engage in any Environmental Activity in violation of Environmental Laws; and (e) (i) to the best of such Indemnitor’s knowledge, no Environmental Activity has occurred at any time in relation to any Borrowing Base Property in
violation of Environmental Laws, (ii) to the best of such Indemnitor’s knowledge, no notice, order, directive, complaint or other communication has been made or issued by any governmental authority or any other person to any person
alleging the occurrence of any Environmental Activity with respect to any Borrowing Base Property in violation of any Environmental Laws, and to the best of such Indemnitor’s knowledge, no investigations, inquiries, orders, hearings, actions or
other proceedings by or before any governmental authority are pending or threatened in connection with any Environmental Activity or alleged Environmental Activity with respect to any Borrowing Base Property, and




  
 K-3









 
(iii) there are no judgments and no actions or proceedings pending by or against such Indemnitor before any court or administrative agency in connection with any Environmental Activity in
connection with any Borrowing Base Property; (f) to the best of such Indemnitor’s knowledge, no Indemnitor has transported or arranged for the transportation of any Hazardous Substances from any Borrowing Base Property to any location
which is listed or proposed for listing under CERCLA or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations; (g) to the best of such Indemnitor’s knowledge, there has
never been any Hazardous Substances Release in connection with any Borrowing Base Property in violation of Environmental Laws which has not heretofore been fully remediated to the extent required by Environmental Laws; (h) to the best of such
Indemnitor’s knowledge, neither the Borrowing Base Properties nor any Indemnitor, with respect to the Borrowing Base Properties, is subject to any past, existing, pending or, to the best of such Indemnitor’s knowledge, threatened
Regulatory Actions with respect to any Borrowing Base Property under, or in violation of, any Environmental Laws or in connection with any Environmental Activity; (i) to the best of such Indemnitor’s knowledge, no portion of any Borrowing
Base Property has ever been used as a refining or distribution facility or terminal, a mine, landfill, dump or other disposal facility; (j) [intentionally deleted]; (k) no Person has given any written notice to any Indemnitor (or any of
their respective agents, contractors or representatives) or, to the best of such Indemnitor’s knowledge, asserted any claim, cause of action, penalty, cost or demand for payment or compensation or other Environmental Liability against such
Indemnitor with respect to any Borrowing Base Property, involving any injury or threatened injury to human health, the environment or natural resources, or resulting or allegedly resulting from any Environmental Activity in connection with any
Borrowing Base Property and, to the best of such Indemnitor’s knowledge, no basis for such a claim exists; and (l) no environmental or engineering investigations, studies, audits, tests, reviews or other analyses have been conducted by or,
are in the possession of such Indemnitor or its respective Affiliates in relation to any Borrowing Base Property, other than the Environmental Reports, true, correct and complete copies of which the Borrower has delivered to Administrative Agent
(the foregoing representations and warranties, collectively, the “Environmental Representations”). 
  

	 	3.	 Covenants of Indemnitor. Each Indemnitor covenants and agrees to and with Administrative Agent and the Lenders with respect to the Borrowing
Base Properties, that at all times, and at such Indemnitor’s sole cost and expense: (a) Borrower and each other Indemnitor that owns a Borrowing Base Property shall comply, and shall use commercially reasonable efforts to ensure all
tenants at such Borrowing Base Property complies, in all material respects with all Environmental Laws and shall comply, and use commercially reasonable efforts to ensure that all tenants of such Borrowing Base Property obtain and comply, in all
material respects with any and all required approvals, registration or permits required by applicable Environmental Laws for the Use of such Borrowing Base Property; (b) [intentionally omitted]; (c) Borrower and each other Indemnitor that
owns a Borrowing Base Property shall not store, utilize, generate, treat, transport or dispose any Hazardous Substances on, at, under or from such Borrowing Base Property except in accordance with all Environmental Laws; (d) Borrower and each
other Indemnitor that owns a Borrowing Base Property shall immediately notify 



  
 K-4









 
Administrative Agent in writing of (i) Borrower’s or such Indemnitor’s discovery of the storage, presence, utilization, generation, transportation or disposal of any Hazardous
Substances on, at or under such Borrowing Base Property other than in accordance with all applicable Environmental Laws, (ii) Borrower’s or such Indemnitor’s discovery of any occurrence or condition on any real property adjoining or
in the vicinity of such Borrowing Base Property that could reasonably be expected to cause such Borrowing Base Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of such Borrowing Base
Property under any Environmental Law and (iii) Borrower’s or such Indemnitor’s discovery of the occurrence of any Hazardous Substances Release, or any pending or threatened Regulatory Actions, or any written claims made by any
Governmental Authority or third party, relating to any Hazardous Substances or Hazardous Substances Release on, from or affecting such Borrowing Base Property; (e) Borrower and each other Indemnitor that owns a Borrowing Base Property, promptly
upon the reasonable request of Administrative Agent from time to time upon Administrative Agent’s Belief of a Release or Violation, shall provide Administrative Agent, without any liability on the part of Administrative Agent, with an
environmental site assessment or environmental audit report, or an update of such assessment or report, by an environmental engineering firm reasonably acceptable to Administrative Agent, all in form reasonably satisfactory to Administrative Agent,
to assess any and all aspects of the Hazardous Substance Release or violation of applicable Environmental Law giving rise to Administrative Agent’s Belief of a Release or Violation and the potential cost in connection with any Remediation (as
hereinafter defined) thereof; (f) Borrower and the applicable Indemnitor shall reasonably promptly furnish Administrative Agent with copies of any correspondence or legal pleadings or documents in connection with any matter referenced in
subdivision (d)(iii) above which Borrower receives, and keep Administrative Agent or cause Administrative Agent to be kept apprised of the status of, and any material developments in connection with, such matters within a reasonable time
after Borrower learns of a change in status or material development, it being acknowledged and agreed that Administrative Agent shall have the right, but shall not be obligated, to notify any Governmental Authority of any state of facts which may
come to its attention with respect to any Hazardous Substances or Hazardous Substances Release on, from or affecting a Borrowing Base Property, to the extent the same is in violation of, and such notification is required by any, Environmental Laws;
(g) Borrower and any other Indemnitor that owns a Borrowing Base Property shall not, without Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, enter into any settlement
agreement, consent decree or other compromise with respect to any Regulatory Action or other claim, action or proceeding relating to Hazardous Substances in relation to such Property which may adversely affect the lien of the Loans Documents on, or
materially adversely affect the value of, such Borrowing Base Property; and (h) in the event of any storage, presence, utilization, generation, transportation, treatment or disposal of Hazardous Substances on, at or under any Borrowing Base
Property in a manner which is violative of any Environmental Laws, or in the event of any Hazardous Substances Release on, from or affecting any Borrowing Base Property, Borrower and the Indemnitor that owns such Borrowing Base Property shall
promptly conduct and complete, or use commercially reasonable efforts to ensure 

  
 K-5









 that its tenants at such Borrowing Base Property conduct and complete (provided that, if
such tenants fail to do so, Borrower and such Indemnitor shall conduct and complete), at the direction of any Governmental Authority, the Remediation of such Borrowing Base Property to the extent required by any Federal, state or local Governmental
Authority with jurisdiction over such Borrowing Base Property. 
 The terms “Remediate” and
“Remediation” shall include, without limitation, the investigation of the environmental condition of the subject Borrowing Base Property, the preparation of any feasibility studies, reports or remedial plans, and the
performance of any cleanup, abatement, removal, remediation, containment, operation, maintenance, monitoring or restoration work relating to the presence or suspected presence of Hazardous Substances on or under the subject Borrowing Base Property
in violation of Environmental Laws, whether on or off such Borrowing Base Property. All such work being performed by Borrower or any Indemnitor shall be performed by one or more contractors selected by Borrower or such Indemnitor and approved in
advance and in writing by Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed. With respect to any Remediation of the subject Borrowing Base Property being conducted by Borrower or any Indemnitor, Borrower
and such Indemnitor shall proceed continuously and diligently with such investigatory and remedial actions with respect to such Borrowing Base Property, provided that in all cases such actions shall be conducted and/or performed in accordance with
all applicable requirements of all Environmental Laws. Any such Remediation conducted by Borrower or an Indemnitor shall be performed in a good, safe and workmanlike manner and shall minimize any impact on the business or occupation at or near the
subject Borrowing Base Property. Borrower and each Indemnitor that owns the Borrowing Base Property subject to Remediation shall pay all costs in connection with such investigatory and remedial activities conducted by Borrower or such Indemnitor,
including, without limitation, all power and utility costs, and any and all taxes or fees that may be applicable to such activities. Borrower and the Indemnitor that owns the Borrowing Base Property subject to Remediation shall promptly provide to
Administrative Agent copies of testing results and reports that are generated in connection with the above activities (except where such Remediation is being conducted by a tenant, only to the extent that such tenant has made such copies available
to Borrower or such Indemnitor). If Borrower and the Indemnitor that owns the Borrowing Base Property subject to Remediation (or the applicable tenant in the event the tenant is conducting such Remediation) shall fail to complete such Remediation
within the time permitted under applicable Environmental Laws, (a) if no Event of Default has occurred and is continuing, Borrower shall cause such Borrowing Base Property to be removed as a Borrowing Base Property under the Credit Agreement,
and (b) if an Event of Default has occurred and is continuing, Administrative Agent may, but shall not be obligated to, do whatever is commercially reasonably necessary to complete such Remediation to the extent required by Environmental Laws,
acting either in its own name or in the name of the Indemnitor that owns the subject Borrowing Base Property, and the reasonable cost thereof shall be part of the indebtedness secured by the Loan Documents and shall become immediately due and
payable. In the event that Administrative Agent undertakes to complete the Remediation of any Borrowing Base Property pursuant to clause (b) of the preceding sentence, in addition to and without limiting Administrative Agent’s and
the Lenders’ rights pursuant to the Loan Documents, 

  
 K-6









 
Borrower shall give to Administrative Agent and its agents and employees reasonable access to the subject Borrowing Base Property, on reasonable advance notice, for such purposes and hereby
specifically grants to Administrative Agent a license to complete the Remediation of such Borrowing Base Property to the extent required by Environmental Laws, acting either in its own name or in the name of the Indemnitor that owns such Borrowing
Base Property. 
  

	 	4.	Indemnity by Indemnitor. Each Indemnitor hereby jointly and severally indemnifies, protects, defends (with reputable counsel reasonably satisfactory to
Administrative Agent) and holds the Indemnified Persons harmless from and against the full amount of any and all Environmental Liability suffered or incurred by an Indemnified Person arising from, in respect of, as a consequence of (whether
foreseeable or unforeseeable) or in connection with any spill or adverse effects of any Environmental Activity or with the presence, use, storage, disposal, generation, transportation or treatment of any Hazardous Substance at, on, under or related
to the Property, or in the soil, groundwater or soil vapor on or under the Property, whether or not originating or emanating from such Property, including, without limitation, the following: (a) the occurrence of any Environmental Activity or
any failure of any Indemnitor or any other Person to comply with all Environmental Laws relating to the Property or the Use of the Property; (b) any failure of any representation of any Indemnitor set forth in Section 2 hereof to be
true and correct as of the date of this Indemnity; (c) any failure of any Indemnitor to perform any covenant set forth in Section 3 hereof; (d) compliance with or violation of any Environmental Law in relation to the Property;
(e) claims asserted by any Person (including, without limitation, any Governmental Authority or quasi-Governmental Authority, board, bureau, commission, department, instrumentality or public body, court or administrative tribunal), including,
without limitation, claims under common law causes of action, in connection with Hazardous Substances located at the Property; (f) arising from, in respect of, as a consequence of or in connection with any Environmental Activity; and
(g) the implementation of the recommendations set forth in any environmental audit of the Property required to comply with Environmental Laws. 

 Each Indemnitor’s agreement contained in this Indemnity shall not be limited in any manner by the applicable Indemnitor’s respective dates of acquisition or time of ownership of the Property or
any portion thereof, or by the value of the Property. No Indemnitor shall settle any claim or matter which is the subject of the foregoing agreement of such Indemnitor without Administrative Agent’s prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed. The indemnifications set forth in this Indemnity shall not be applicable to any Environmental Liability to the extent (i) occasioned by, arising from or caused by the fraud, gross negligence
or willful misconduct of any Indemnified Person, its nominee or wholly owned subsidiary or their respective employees or agents and irrespective of whether occurring prior to or subsequent to the date upon which Administrative Agent, its nominee or
wholly owned subsidiary acquires possession of the Property by foreclosure of the applicable Mortgage, a sale of the Property pursuant to the provisions of the applicable Mortgage, acceptance of one of more deeds or assignments in lieu of
foreclosure or sale or otherwise, or (ii) occasioned, arising and/or caused solely as the result of any event or condition that first arises on or after the date on which (A)

  
 K-7









 
Administrative Agent or a Lender (or the transferee of Administrative or a Lender) acquires title or control of the Property (whether at foreclosure, sale, conveyance in lieu of foreclosure or
similar transfer), (B) a receiver has been appointed for, and has taken possession of, the Property, or (C) the Loans have been repaid in full, or (iii) resulting solely from a breach of any regulatory obligations by such Indemnified
Party. In addition, Environmental Liability shall not include indirect, consequential or punitive damages (including loss of use or diminution in value) unless such damages were imposed upon such Indemnified Party as a result of any Environmental
Laws. 
  

	 	5.	Costs and Expenses. Each Indemnitor shall pay to each Indemnified Person all reasonable out-of-pocket costs, expenses and charges (including reasonable
attorneys’ fees and disbursements) incurred by any Indemnified Person in connection with the enforcement of the terms of this Indemnity. 

  

	 	6.	Defense of Indemnified Persons. Upon demand by Administrative Agent or any assignee on behalf of any Indemnified Person, each Indemnitor shall defend any
investigation, action or proceeding involving any Environmental Liability which is brought or commenced against any Indemnified Person related to the Property, whether alone or together with an Indemnitor or any other person, all at such
Indemnitor’s own cost and by counsel to be reasonably approved by the Indemnified Person. 

  

	 	7.	Site Visits, Observations and Testing. (a) Following the occurrence and during the continuance of an Event of Default, or (b) upon Administrative
Agent’s Belief of a Release or Violation and the failure of Borrower or the applicable Indemnitor to comply with the requirements of Section 3(e) hereof, Administrative Agent and its agents and representatives shall have the right at any
reasonable time, on reasonable advance notice, to enter and visit any Borrower Base Property for the purposes of observing such Borrowing Base Property, taking and removing soil or groundwater samples, and conducting tests on any part of such
Borrowing Base Property (limited, in the case of Administrative Agent’s Belief of a Release or Violation, to the assessment of any and all aspects of the Hazardous Substance Release or violation of applicable Environmental Law at the Borrowing
Base Property giving rise to Administrative Agent’s Belief of a Release or Violation). Such parties shall have no duty, however, to visit or observe the Borrowing Base Property or to conduct tests, and no site visit, observation or testing by
any such party shall impose any liability on any such party. In no event shall any site visit, observation or testing by any such party be a representation that Hazardous Substances are or are not present in, on or under such Borrowing Base
Property, or that there has been or shall be compliance with any Environmental Laws. No Indemnitor or any other Person is entitled to rely on any site visit, observation or testing by any such party, provided, however, that Administrative Agent will
furnish to Borrower a copy of any written report, audit or assessment upon Borrower’s request. In conducting any such site visits and activities, Administrative Agent and its agents and representative shall make reasonable efforts to avoid any
unreasonable interference with any Indemnitor’s or any tenant’s Use or enjoyment of such Borrowing Base Property in exercising any rights provided in this Section 7. 


  
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	 	8.	Survival of Indemnity. The obligations of each Indemnitor and the rights of Administrative Agent and the Lenders under this Indemnity are in addition to and not
in substitution of the obligations of any Indemnitor and rights of Administrative Agent and the Lenders under all applicable federal, state and local laws, regulations, land ordinances relating to health and safety, and protection of the
environment. The obligations of each Indemnitor and the rights of Administrative Agent and the Lenders shall survive any foreclosure of any Mortgage or any transfer of the Borrowing Base Property in lieu of foreclosure, any other transfer of the
Borrowing Base Property or interests therein or any change in ownership thereof, and the repayment of the Loans, and the termination and/or discharge of any Mortgage or any of the other Loan Documents. 


 

	 	9.	[Intentionally Omitted]. 

  

	 	10.	Several Liability. The liability of the entities comprising the Indemnitors under this Indemnity shall be joint and several. In addition, the obligations of each
Indemnitor shall be in addition to, and shall in no manner whatsoever limit, the obligations and liabilities of such Indemnitor, or any of the parties comprising such Indemnitor, under any of the Loan Documents. 


 

	 	11.	Unconditional Character of Obligations of Indemnitor. 

  

	 	a.	The obligations of each Indemnitor hereunder shall be irrevocable, absolute and unconditional, irrespective of the validity, regularity or enforceability, in whole or
in part, of the other Loan Documents or any provision thereof, or the absence of any action to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any Indemnitor or any other Person or
any action to enforce the same, any failure or delay in the enforcement of the obligations of any Indemnitor under the other Loan Documents, including this Indemnity, or any setoff, counterclaim, and irrespective of any other circumstances which
might otherwise limit recourse against such Indemnitor by Administrative Agent or the Lenders or constitute a legal or equitable discharge or defense of a guarantor or surety. Administrative Agent may enforce the obligations of any Indemnitor under
this Indemnity by a proceeding at law, in equity or otherwise, independent of any loan foreclosure or similar proceeding or any deficiency action against any Indemnitor or any other Person at any time, either before or after an action against the
Collateral or any part thereof, any Indemnitor or any other Person. This Indemnity is a guaranty of payment and performance and not merely a guaranty of collection. Each Indemnitor waives diligence, notice of acceptance of this Indemnity, filing of
claims with any court, any proceeding to enforce any provision of any other Loan Document, against such Indemnitor or any other Person, any right to require a proceeding first against any other Indemnitor or any other Person, or to exhaust any
security (including, without limitation, the Borrowing Base Properties) for the performance of the obligations hereunder or any other obligations of any Indemnitor or any other Person, or any protest, presentment, notice of default or other notice
or demand whatsoever (except to the extent expressly provided to the contrary in this Indemnity). 


  
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	 	b.	The obligations of each Indemnitor under this Indemnity, and the rights of Administrative Agent to enforce the same by proceedings, whether by action at law, suit in
equity or otherwise, shall not be in any way affected by any of the following: 

  

	 	i.	any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, receivership, conservatorship, winding up or other similar proceeding
involving or affecting any Indemnitor, the Property or any part thereof, or any other Person; 

  

	 	ii.	any failure by Administrative Agent, any Lender or any other Person, whether or not without fault on its part, to perform or comply with any of the terms of the Credit
Agreement, or any other Loan Documents, or any document or instrument relating thereto; 

  

	 	iii.	the sale, transfer or conveyance of the Property or any interest therein to any Person, whether now or hereafter having or acquiring an interest in the Property or any
interest therein and whether or not pursuant to any foreclosure, trustee sale or similar proceeding against an Indemnitor or the Property or any interest therein; 


 

	 	iv.	the conveyance to Administrative Agent, any Lender, any Affiliate of Administrative Agent or a Lender, or Administrative Agent or a Lender’s nominee, of the
Borrowing Base Property or any interest therein by a deed-in-lieu of foreclosure; 

  

	 	v.	the release of any Indemnitor or any other Person from the performance or observance of any of the agreements, covenants, terms or conditions contained in any of the
Loan Documents by operation of law or otherwise; or 

  

	 	vi.	the release in whole or in part of any collateral for any or all of the obligations of such Indemnitor hereunder or for the Loans or any portion thereof.


  

	 	c.	Except as otherwise specifically provided in this Indemnity, each Indemnitor hereby expressly and irrevocably waives all defenses in an action brought by Administrative
Agent to enforce this Indemnity based on claims of waiver, release, surrender, alteration or compromise and all setoffs, reductions, or impairments, whether arising hereunder or otherwise. 


 

	 	d.	Administrative Agent may deal with the Indemnitors and Affiliates of the Indemnitors in the same manner and as freely as if this Indemnity did not exist and shall be
entitled, among other things, to grant any Indemnitor or any other Person such extension or extensions of time to perform any act or acts as may be deemed advisable by Administrative Agent, at any time and from time to time, without terminating,
affecting or impairing the validity of this Indemnity or the obligations of any Indemnitor hereunder. 


  
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	 	e.	No compromise, alteration, amendment, modification, extension, renewal, release or other change of, or waiver, consent, delay, omission, failure to act or other action
with respect to, any liability or obligation under or with respect to, or of any of the terms, covenants or conditions of, the Loan Documents shall in any way alter, impair or affect any of the obligations of Indemnitor hereunder, and each
Indemnitor agrees that if any Loan Document is modified as provided therein, the obligations of such Indemnitor hereunder shall automatically be deemed modified to include such modifications. 


 

	 	f.	Administrative Agent may proceed to protect and enforce any or all of its and Lenders’ rights under this Indemnity by suit in equity or action at law, whether for
the specific performance of any covenants or agreements contained in this Indemnity or otherwise, or to take any action authorized or permitted under applicable law, and shall be entitled to require and enforce the performance of all acts and things
required to be performed hereunder by the Indemnitors. Each and every remedy of Administrative Agent and Lenders shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter
existing at law or in equity. 

  

	 	g.	No waiver shall be deemed to have been made by Administrative Agent or any Lender of any rights hereunder unless the same shall be in writing and signed by
Administrative Agent or Lenders, as applicable, and any such waiver shall be a waiver only with respect to the specific matter involved and shall in no way impair the rights of Administrative Agent and Lenders or the obligations of the Indemnitors
to Administrative Agent and Lenders in any other respect or at any other time. 

  

	 	h.	At the option of Administrative Agent, any Indemnitor may be joined in any action or proceeding commenced by Administrative Agent against Borrower in connection with or
based upon any other Loan Documents and recovery may be had against such Indemnitor in such action or proceeding or in any independent action or proceeding against such Indemnitor to the extent of such Indemnitor’s liability hereunder, without
any requirement that Administrative Agent first assert, prosecute or exhaust any remedy or claim against Borrower, any other Indemnitor or any other Person, or any security for the obligations of Borrower, any other Indemnitor or any other Person.


  

	 	i.	Each Indemnitor agrees that this Indemnity shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment is made by an
Indemnitor to Administrative Agent and such payment is rescinded or must otherwise be returned by Administrative Agent or a Lender (as determined by Administrative Agent in its sole and absolute discretion) upon insolvency, bankruptcy, liquidation,
reorganization, readjustment, composition, dissolution, receivership, conservatorship, winding up or other similar proceeding involving or affecting an Indemnitor, all as though such payment had not been made. 


  
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	 	j.	In the event that an Indemnitor shall advance or become obligated to pay any sums under this Indemnity or in connection with the obligations hereunder or in the event
that for any reason whatsoever Borrower, any other Indemnitor or any subsequent owner of the Property or any part thereof is now, or shall hereafter become, indebted to such Indemnitor, such Indemnitor agrees that (i) the amount of such sums
and of such indebtedness and all interest thereon shall at all times be subordinate as to lien, the time of payment and in all other respects to all sums, including principal and interest and other amounts, at any time owed to Administrative Agent
or any Lender under the Loan Documents, and (ii) after the occurrence and during the continuance of an Event of Default, such Indemnitor shall not be entitled to enforce or receive payment thereof until all principal, interest and other sums
due pursuant to the Loan Documents have been paid in full. Nothing herein contained is intended or shall be construed to give such Indemnitor any right of subrogation in or under the Loan Documents or any right to participate in any way therein, or
in the right, title or interest of Administrative Agent or any Lender in or to any collateral for the Loans, notwithstanding any payments made by such Indemnitor under this Indemnity, until the actual and irrevocable receipt by Administrative Agent
and the Lenders of payment in full of all principal, interest and other sums due with respect to the Loans or otherwise payable under the Loan Documents. If any amount shall be paid to such Indemnitor on account of such subrogation rights at any
time when any such sums due and owing to Administrative Agent or any Lender shall not have been fully paid, such amount shall be paid by such Indemnitor to Administrative Agent for credit and application against such sums due and owing to
Administrative Agent or any Lender. 

  

	 	k.	Each Indemnitor’s obligations hereunder shall survive a foreclosure, deed-in-lieu of foreclosure or similar proceeding involving any portion of the Property and
the exercise by Administrative Agent and the Lenders of any of all of their remedies pursuant to the Loan Documents. 

  

	 	12.	Entire Agreement/Amendments. This instrument represents the entire agreement between the parties with respect to the subject matter hereof. The terms of this
Indemnity shall not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever except by written instrument signed by Administrative Agent and Indemnitor. 


 

	 	13.	Successors and Assigns. This Indemnity shall be binding upon each Indemnitor, and each Indemnitor’s estate, heirs, personal representatives, successors and
assigns, may not be assigned or delegated by any Indemnitor and shall inure to the benefit of Administrative Agent and any of its successors and assigns as Administrative Agent under the Credit Agreement and the Lenders and any of their permitted
assigns under the Credit Agreement. 

  

	 	14.	Applicable Law and Consent to Jurisdiction. 

  

	 	a.	This Agreement shall be construed in accordance with and governed by the law of the State of New York pursuant to Section 5-1401 of the General Obligations Law of
the State of New York. 


  
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 b. Each Indemnitor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Indemnity, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a non-appealable final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indemnity shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding
relating to this Indemnity against any Indemnitor or its properties in the courts of any jurisdiction. 
  

	 	c.	Each Indemnitor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the first sentence of paragraph (b) of this Section 14. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 


 

	 	15.	Section Headings. The headings of the sections and paragraphs of this Indemnity have been inserted for convenience of reference only and shall in no way define,
modify, limit or amplify any of the terms or provisions hereof. 

  

	 	16.	Severability. Any provision of this Indemnity which may be determined by any competent authority to be 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 not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, Indemnitor hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect. 


 

	 	17.	 WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDEMNITY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT 



  
 K-13









 
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
INDEMNITY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
  

	 	18.	Independent Obligations. The obligations of each Indemnitor under this Indemnity are separate and apart from, and in addition to, the other obligations under the
Loan Documents. The liability of each Indemnitor under this Indemnity shall not be limited to or measured by the amount of the other obligations under the Loan Documents or any part thereof or the value of the Property. Each Indemnitor shall be
fully and personally liable for all obligations of such Indemnitor under this Indemnity and a separate action may be brought and prosecuted against the Indemnitors or any of them under this Indemnity. 


 

	 	19.	Notices. All notices, consents, approvals and requests required or permitted hereunder shall be given in accordance with Section 9.01 of the Credit
Agreement. Notices to a Guarantor shall be sent to it at c/o Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention of Chief Financial Officer (Telecopy No. (516) 478-5403 with copies to: (x) Getty Realty Corp., 125
Jericho Turnpike, Jericho, New York 11753, Attention Chief Legal Officer (Telecopy No. (516) 478-5490 and (y) DLA Piper LLP (US), 203 N. LaSalle Street, Suite 1900, Chicago, Illinois 60601, Attention: James M. Phipps, Esq. (Telecopy No.
(312) 251¬5735)]; provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to such Guarantor. 


 

	 	20.	Indemnitors’ Receipt of Loan Documents. Each Indemnitor, by its execution hereof, acknowledges receipt of true copies of all of the Loan Documents, the
terms and conditions of which are hereby incorporated herein by reference. 

  

	 	21.	Interest; Expenses. 

  

	 	a.	If any Indemnitor fails to pay all or any sums due hereunder upon demand by Administrative Agent, the amount of such sums payable by Indemnitor to Administrative Agent
shall bear interest from the date of demand until paid at the interest rate of 2% plus the rate applicable to ABR Loans. 

  

	 	b.	Each Indemnitor hereby agrees to pay all reasonable out-of-pocket costs, charges and expenses, including reasonable attorneys’ fees and disbursements, that may be
incurred by Administrative Agent or any Lender in enforcing any covenants, agreements, obligations under this Indemnity. 

  

	 	22.	Joint and Several Obligations. If the Indemnitors consist of more than one Person, each such Person shall have joint and several liability for the obligations of
Indemnitor hereunder. 


  
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	 	23.	Specific Limitation on Indemnity and Indemnity Obligations. Indemnitor and Administrative Agent hereby confirm that it is the intention of each Indemnitor and
Administrative Agent that this Indemnity not constitute a fraudulent transfer or fraudulent conveyance (a “Fraudulent Conveyance”) under the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any other debtor relief law or
insolvency law (whether statutory, common law, case law or otherwise) or any jurisdiction whatsoever (collectively, the “Bankruptcy Laws”). To give effect to the foregoing intention of the Indemnitors and Administrative Agent, each
of such parties hereby irrevocably agrees that the obligations hereunder shall be limited to (but shall not be less than) such maximum amount as will, after giving effect to the maximum amount of such obligations and all other liabilities (whether
contingent or otherwise) of the Indemnitors that are relevant under such Bankruptcy Laws, result in the obligations of the Indemnitors hereunder not constituting a Fraudulent Conveyance under the Bankruptcy Laws, as of the date of execution and
delivery of this Indemnity 

  

	 	24.	Additional Indemnitors. At such time following the date hereof as to any new Person who desires, or is otherwise required pursuant to the Credit Agreement, to
become an Indemnitor under this Indemnity (a “Joinder Indemnitor”), such Joinder Indemnitor shall execute and deliver to the Lender a joinder agreement substantially in the form of Exhibit J to the Credit Agreement (a
“Joinder Agreement”), signifying its agreement to be bound by the provisions of this Indemnity as an Indemnitor to the same extent as if such Joinder Indemnitor had originally executed this Indemnity as of the date hereof. Each of
the other Indemnitors hereby consents to the execution and delivery of such Joinder Agreement without any further notice or consent of such Indemnitor. 

 [remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, Indemnitor has executed this Indemnity as of the date first
above written. 
  

			
	BORROWER:
	
	GETTY REALTY CORP.
		
	By:	 	  

	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer


 [signatures continue on following page] 

  
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	GUARANTORS:
	
	 GETTY PROPERTIES CORP.
 GETTY TM CORP.
 AOC TRANSPORT, INC.

GETTYMART INC.
 LEEMILT’S
PETROLEUM, INC.
 SLATTERY GROUP INC.
 GETTY HI INDEMNITY, INC.
 GETTY LEASING, INC.

GTY NY LEASING, INC.
 GTY MA/NH
LEASING, INC.

		
	By:	 	  

	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer
	
	 POWER TEST REALTY COMPANY
 LIMITED PARTNERSHIP

	
	By: Getty Properties Corp., its General Partner
		
	By:	 	  

	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer



  
 K-17









 Schedule I 
 GETTY PROPERTIES CORP. 
 POWER TEST REALTY COMPANY LIMITED PARTNERSHIP 

GETTY TM CORP. 
 AOC TRANSPORT, INC. 

GETTYMART INC. 
 LEEMILT’S PETROLEUM, INC.

 SLATTERY GROUP INC. 
 GETTY HI
INDEMNITY, INC. 
 GETTY LEASING, INC. 

GTY NY LEASING, INC. 
 GTY MA/NH LEASING, INC.


  
 K-18









 EXHIBIT L 
 [RESERVED] 

  
 L-1









 EXHIBIT M 
 FORM OF EQUITY PLEDGE 
 PLEDGE AND SECURITY AGREEMENT 

THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”), dated as of March
[            ], 2012 is by GETTY REALTY CORP., a Maryland corporation (the “Borrower”), and the parties identified in Schedule I attached hereto (the
“Guarantors”, and, together with the Borrower, each a “Pledgor” and collectively, the “Pledgors”), for the benefit of JPMORGAN CHASE BANK, N.A., as administrative agent for the
Lenders referenced below (in such capacity, the “Administrative Agent”). 
 RECITALS

 (a) Reference is made to that certain Amended and Restated Credit Agreement, dated as of the date hereof (as it hereafter
may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the lenders party thereto (the “Lenders”) and the Administrative Agent, pursuant
to which the Lenders have agreed to make loans to the Borrower in the aggregate principal amount of up to $175,000,000 (the “Loans”), subject to the terms and conditions of the Credit Agreement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Credit Agreement. 
 (b) The Pledgors own 100% of the Equity
Interests of certain entities, as described in Schedule II attached hereto (the “Subsidiaries”). 

(c) The Pledgors have agreed to secure their respective obligations, liabilities and indebtedness under the Credit Agreement and the
other Loan Documents by a pledge and security interest in their respective Equity Interests in the Subsidiaries (collectively, the “Pledged Interests”), pursuant to the terms of this Security Agreement. 

AGREEMENT 

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 1. Pledge of Collateral. Each Pledgor does hereby convey, transfer, assign, set over, hypothecate and grant unto the
Administrative Agent, on behalf of the Lenders, as security for all of the obligations, liabilities and indebtedness of every nature of such Pledgor from time to time owing to the Administrative Agent or any Lender under or in connection with the
Credit Agreement, the Guaranty or any other Loan Document to which such Pledgor is a party, including principal, interest, fees (including fees of counsel), and expenses whether now or hereafter existing under the Loan Documents (collectively, the
“Obligations”), a continuing security interest in the Collateral (as such term is hereinafter defined). 

  
 M-1









 2. Collateral. For the purpose of this Security Agreement,
“Collateral” shall mean all of each Pledgor’s right, title and interest in, to and under the Pledged Interests, whether now owned or hereafter acquired, together with all other rights, interests, claims and other
property of such Pledgor in any manner arising by virtue of such Pledgor’s ownership of the Pledged Interests in the Subsidiaries, whether such rights, interest, claims or other property are now owned or hereafter acquired by such Pledgor,
whatever their respective kind or character, whether they are tangible or intangible property, whether certificated or uncertificated, and wheresoever they may exist or be located, including, without limitation, now owned or hereafter acquired by
such Pledgor and in any manner arising by virtue of such Pledgor’s ownership of the Pledged Interests and further including, without limitation, all of the rights of such Pledgor (whether now owned or hereafter acquired) to: (a) capital
of, profits of (in each case whether or not distributed) and distributions of or from such Pledgor’s Subsidiaries, whether cash or non-cash, and whether prior to or in connection with the liquidation of any such Subsidiary; (b) proceeds of
sale, recoveries, and all other rights, powers, property and remedies of such Pledgor with respect to any of the foregoing or with respect to its interest in any Subsidiary; (c) access to the books and records of such Pledgor’s
Subsidiaries and to other information concerning or affecting such Pledgor’s Subsidiaries; (d) the certificates and instruments now or hereafter representing the Pledged Interests, if any; (e) all of the interest of such Pledgor as
owner of the Equity Interests in any successor to such Pledgor’s Subsidiaries, whether such successor is a continuation of the applicable Subsidiary or a reformation thereof, or otherwise, together with all other property which, absent this
assignment would, now or hereafter, be distributable or distributed, transferable or transferred, payable or paid, or deliverable or delivered to such Pledgor as owner of the shares of capital stock or partnership interests, as applicable, of the
applicable Subsidiary or by any such successor, whether at any time prior to, or in connection with, or after the liquidation a Subsidiary, including, without limitation, securities, property, interest, dividends, distributions of cash,
distributions of property in kind and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, the Pledged Interests (collectively,
the “Distributions”); and (f) all proceeds, whether cash proceeds or non-cash proceeds (as such terms are defined in the New York Uniform Commercial Code, as applicable), and products of any and all of the foregoing.

 3. Delivery to Administrative Agent. Each Pledgor shall deliver to the Administrative Agent (i) simultaneously
with or prior to the execution and delivery of this Security Agreement, (x) all certificates representing its respective Collateral, if any, and (y) stock powers in blank for each of its Subsidiaries which is a corporation in the form of
Exhibit A attached hereto and (ii) promptly upon the receipt thereof by or on behalf of such Pledgor, all other certificates and instruments constituting Collateral of such Pledgor, if any. Prior to delivery to the Administrative Agent,
all such certificates and instruments constituting Collateral of such Pledgor shall be held in trust by such Pledgor on behalf of the Administrative Agent for the benefit of the Administrative Agent pursuant hereto. All such other certificates and
instruments shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, in form and substance reasonably satisfactory to the Administrative Agent. 

  
 M-2









 4. Distributions/Management. Each Pledgor hereby authorizes and directs its
Subsidiaries, upon receipt of written notice from the Administrative Agent that an Event of Default has occurred and is continuing under this Security Agreement, to distribute, transfer, pay and deliver any and all Distributions to the
Administrative Agent, at such address as it may direct, at such time and in such manner as such Distributions would otherwise be distributed, transferred, paid or delivered to such Pledgor. Notwithstanding any of the foregoing, unless and until
there occurs and is continuing an Event of Default hereunder, the Administrative Agent agrees to forbear in exercising its right to the Distributions or any of its other rights granted under this Security Agreement, and each Pledgor shall have the
right to receive all Distributions and retain and enjoy the same, free and clear of the Lien hereby created and to exercise all rights of such Pledgor in and its respective Subsidiaries. Upon or at any time after the occurrence of an Event of
Default and during the continuance thereof, the Administrative Agent, at its option to be exercised in its sole discretion, may under the terms of this Security Agreement require the Subsidiaries to pay all Distributions to the Administrative Agent.
The Subsidiaries shall be entitled to conclusively rely on such notice and pay all Distributions to the Administrative Agent and shall have no liability to the Pledgors for any loss or damage any Pledgor may incur by reason of said reliance. Without
limiting the foregoing, unless an Event of Default shall have occurred and be continuing, nothing herein shall entitle the Administrative Agent to interfere, directly or indirectly, in the management or administration of the business or affairs of
the Subsidiaries. 
 5. No Assumption. Notwithstanding any of the foregoing, whether or not an Event of Default shall
have occurred hereunder and whether or not the Administrative Agent elects to foreclose on the security interest in the Collateral as set forth herein, neither the execution of this Security Agreement, receipt by the Administrative Agent of any
Pledgor’s rights, title and interests in and to the Distributions, now or hereafter due to such Pledgor from any Subsidiary, nor the Administrative Agent’s foreclosure of the security interest in the Collateral, shall in any way be deemed
to obligate the Administrative Agent to assume any of such Pledgor’s obligations, duties, expenses or liabilities under the articles of incorporation and by-laws or limited partnership agreement, as applicable, of such Subsidiary as presently
existing or as hereafter amended (collectively, the “Organizational Documents”), or under any and all other agreements with respect to the Collateral now existing or hereafter drafted or executed (collectively, the
“Subsidiary Obligations”), unless the Administrative Agent otherwise expressly agrees to assume any or all of the Subsidiary Obligations in writing. In the event of any foreclosure by the Administrative Agent, the applicable
Pledgor shall remain bound and obligated to perform the Subsidiary Obligations and the Administrative Agent shall not be deemed to have assumed any of such Subsidiary Obligations except as provided in the preceding sentence. 

6. Indemnification. Each Pledgor hereby agrees to indemnify, defend and hold the Administrative Agent, each Lender, and their
respective successors and assigns harmless from and against any and all damages, losses, claims, costs or expenses (including reasonable attorneys’ fees) and any other liabilities whatsoever that the Administrative Agent or any of its
successors or assigns as Administrative Agent may incur by reason of this Security Agreement or by reason of any assignment of such Pledgor’s right, title and interest in and to any or all of the Collateral. 

7. Representations, Warranties and Covenants. Each Pledgor makes the following representations, warranties and covenants:


  
 M-3









 (a) The Pledgors have delivered to the Administrative Agent a true and complete copy of the
Organizational Documents, which Organizational Documents are currently in full force and effect and have not been amended or modified except as disclosed in writing. 
 (b) The Pledgors have the full right and title to the Collateral and the full power and authority to pledge, convey, transfer and assign their respective interests therein. Other than as may be permitted
pursuant to the Credit Agreement, no Pledgor shall, without the prior written consent of the Administrative Agent, which consent may be granted or denied in the Administrative Agent’s sole discretion (together with any Lender approval required
under the Credit Agreement), convey, transfer, assign, set over or pledge to any party any of its interest in the Collateral. Each Pledgor agrees to warrant and defend its respective title to the Collateral and the security interest created by this
Security Agreement against all claims of all Persons (other than the Administrative Agent, the Lenders and Persons claiming through the Administrative Agent or any Lender) and will maintain and preserve the Collateral and such security interest.

 (c) Each Pledgor agrees that as the sole owner of the Equity Interests in the respective Subsidiaries, it will:
(i) abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by a member under the terms of the respective Organizational Documents, at no cost or expense to the Administrative
Agent, (ii) except as expressly provided to the contrary herein, not amend, modify, cancel or extend any of the terms of any of the respective Organizational Documents in any manner materially adverse to the Administrative Agent or the Lenders
without the prior written consent of the Administrative Agent, (iii) not consent to the taking of any action by any of its respective Subsidiaries which would impair the value of the Collateral or violate the Credit Agreement without the prior
written consent of the Administrative Agent (together with any Lender approval required under the Credit Agreement), (iv) not terminate any of the respective Organizational Documents, and (v) not waive any violation of any of the
respective Organizational Documents by any other party thereto. 
 (d) Each Pledgor agrees that it shall not, without prior
notification to the Administrative Agent, move or otherwise change its jurisdiction of formation. 
 (e) Except for financing
statements filed or to be filed in favor of the Administrative Agent as secured party hereunder, there are no financing statements under the Uniform Commercial Code as in effect from time to time in the state of organization of its respective
Subsidiaries, or under the Uniform Commercial Code of any other state, currently on file covering any or all of the Collateral and no Pledgor will, without the prior written consent of the Administrative Agent, until payment in full of all of the
Obligations as provided under the Loan Documents and the return of all outstanding Letters of Credit for any Pledgor, if any, file in any public office, any enforceable financing statement or statements covering any or all of the Collateral, except
financing statements filed or to be filed in favor of the Administrative Agent as secured party. 
 (f) From time to time, each
Pledgor will execute and deliver to the Administrative Agent such additional documents and will provide such additional information and perform such additional acts as the Administrative Agent may reasonably require to carry out the terms of this
Security Agreement, provided that such additional acts do not increase such Pledgor’s obligations or decrease its rights. 

  
 M-4









 8. Events of Default. Each of the following shall constitute an “Event of
Default” hereunder: 
 (a) Any Pledgor shall fail to observe or perform any term, covenant or agreement contained
in Section 7 (other than Section 7(f)) of this Security Agreement; or 
 (b) Any Pledgor shall fail to
perform or observe any other term, covenant or agreement on its part to be performed or observed pursuant to this Security Agreement and such failure shall have continued unremedied for a period of twenty (20) days after the Administrative
Agent shall have provided notice thereof to such Pledgor; or 
 (c) Any representation or warranty of any Pledgor contained
herein or in any certificate, report or notice delivered or to be delivered by a Pledgor pursuant hereto shall prove to have been incorrect or misleading in any material respect when made; or 

(d) This Security Agreement shall cease to be in full force and effect as a result of any Pledgor’s default of its obligations
hereunder or any Pledgor shall so assert or shall disavow any of its obligations hereunder; or 
 (e) The occurrence of an
“Event of Default” under and as defined in the Credit Agreement. 
 9. Remedies. 

(a) Upon the occurrence and during the continuance of an Event of Default hereunder, the Administrative Agent may, at its option, do any
one or more of the following: 
 (i) Declare an Event of Default under the Credit Agreement; 

(ii) Either personally, or by means of a court appointed receiver, take possession of all or any of the Collateral and exclude therefrom
any Pledgor and all others claiming under any Pledgor, and thereafter exercise all rights and powers of the Pledgors with respect to the Collateral or any part thereof. In the event the Administrative Agent demands, or attempts to take possession of
the Collateral in the exercise of any rights under this Security Agreement, each Pledgor promises and agrees to promptly turn over and deliver complete possession thereof to the Administrative Agent; 

(iii) Without notice to or demand upon any Pledgor, make such payments and do such acts as the Administrative Agent may reasonably deem
necessary to protect the security interest in the Collateral, including, without limitation, paying, purchasing, contesting or compromising any encumbrance, charge or lien which is prior to or superior to the security interest granted hereunder, and
in exercising any such powers or authority to pay all reasonable out-of-pocket expenses incurred in connection therewith; 

(iv) Require any Pledgor to take all actions necessary to deliver such Collateral to the Administrative Agent, or an agent or
representative designated by it; or 

  
 M-5









 (v) Enforce this Security Agreement as herein provided or in any manner permitted by law,
and exercise any and all of the rights and remedies granted to the Administrative Agent under the Loan Documents in connection with indebtedness secured hereby. 
 (b) The Administrative Agent shall give the Pledgors at least thirty (30) days prior written notice of the time and place of any public sale of the Collateral subject to this Security Agreement or
other intended disposition thereto to be made. Such notice may be mailed to the Pledgors at the address set forth in this Security Agreement. 
 (c) The proceeds of any sale under Subsection 9(a) shall be applied as follows: 
 (i) To the payment of the reasonable out-of-pocket costs and expenses of retaking, holding and preparing for the sale and the selling of the Collateral (including reasonable legal expenses and
attorneys’ fees) and the discharge of all assessments, encumbrances, charges or liens, if any, on the Collateral prior to the lien thereof (except any taxes, assessments, encumbrances, charges or liens subject to which such sale shall have been
made); and 
 (ii) To the payment of the Obligations of such Pledgor under the Loan Documents. 

(d) The Administrative Agent shall have the right to enforce one or more remedies hereunder, successively or concurrently, and such
action shall not operate to estop or prevent the Administrative Agent from pursuing any further remedy which it may have. 
 (e)
EACH PLEDGOR ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT OR THE LENDERS MAY BE UNABLE TO EFFECT A PUBLIC SALE OF ALL OR ANY PART OF THE COLLATERAL AND MAY BE COMPELLED TO RESORT TO ONE OR MORE PRIVATE SALES TO A RESTRICTED GROUP OF PURCHASERS WHO
WILL BE OBLIGATED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE THE COLLATERAL FOR THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF. EACH PLEDGOR FURTHER ACKNOWLEDGES THAT ANY SUCH PRIVATE SALES MAY BE AT PRICES
AND ON TERMS LESS FAVORABLE THAN THOSE OF PUBLIC SALES, AND AGREES THAT SUCH PRIVATE SALES SHALL BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY REASONABLE MANNER AND THAT THE ADMINISTRATIVE AGENT AND LENDERS HAVE NO OBLIGATION TO DELAY SALE OF ANY
COLLATERAL TO PERMIT THE ISSUER THEREOF TO REGISTER IT FOR PUBLIC SALE UNDER THE SECURITIES ACT OF 1933. EACH PLEDGOR AGREES THAT THE ADMINISTRATIVE AGENT AND LENDERS SHALL BE PERMITTED TO TAKE SUCH ACTIONS AS THE ADMINISTRATIVE AGENT AND LENDERS
DEEM REASONABLY NECESSARY IN DISPOSING OF THE COLLATERAL TO AVOID 

  
 M-6









 
CONDUCTING A PUBLIC DISTRIBUTION OF SECURITIES IN VIOLATION OF THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AS NOW ENACTED OR AS THE SAME MAY IN THE FUTURE BE AMENDED, AND
ACKNOWLEDGES THAT ANY SUCH ACTIONS SHALL BE COMMERCIALLY REASONABLE. 
 10. Further Documentation. Each Pledgor hereby
agrees to execute and deliver, from time to time, one or more financing statements and such other instruments as may be required to perfect the security interest created hereby, including any continuations or amendments of such financing statements,
and pay the cost of filing or recording the same in the public records specified by the Administrative Agent. 
 11.
Authorization and Power of Attorney. Each Pledgor hereby authorizes the Administrative Agent to and/or file or record, if necessary, any financing statement on its behalf to perfect or continue the security interest created hereby. Each
Pledgor acknowledges and agrees that the exercise by the Administrative Agent of its rights under this Section 11 and the admission of the Administrative Agent or any successor of the Administrative Agent to the Subsidiaries will not be
deemed a satisfaction of the amounts owed the Administrative Agent unless the Administrative Agent so elects in writing. 
 12.
Governing Law; Waiver of Jury Trial; Consent to Jurisdiction. This Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with the law of the State of New
York pursuant to Section 5-1401 of the General Obligations Law of the State of New York. The provisions of the Credit Agreement relating to submission to jurisdiction, waiver of jury trial and venue are hereby incorporated by reference herein
and made applicable to each Pledgor, the Administrative Agent and the Lenders, mutatis mutandis. 
 13. Successors in
Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Pledgor and its respective successors and assigns and shall inure, together with the rights and remedies of the
Administrative Agent, to the benefit of the Administrative Agent for the benefit of the Lenders and their successors and permitted assigns under the Credit Agreement; provided, however, that no Pledgor may assign its rights or delegate
its duties hereunder without the prior written consent of the Administrative Agent. To the fullest extent permitted by law, each Pledgor hereby releases the Administrative Agent, the Lenders, and their respective successors and permitted assigns,
from any liability for any act or omission relating to this Security Agreement or the Collateral (except for any liability arising from the gross negligence or willful misconduct of such party). 

14. Notices. All notices, consents, approvals and requests required or permitted hereunder shall be given in accordance with
Section 9.01 of the Credit Agreement. Notices to a Guarantor shall be sent to it at c/o Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention of Chief Financial Officer (Telecopy No. (516) 478-5403 with copies to:
(x) Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention Chief Legal Officer (Telecopy No. (516) 478-5490 and (y) DLA Piper LLP (US), 203 N. LaSalle Street, Suite 1900, Chicago, Illinois 60601, Attention: James
M. Phipps, Esq. (Telecopy No. (312) 251¬5735)]; provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to such Guarantor. 

  
 M-7









 15. Consent of Pledgors. Each Pledgor consents to the exercise by the Administrative
Agent of any rights of such Pledgor in accordance with the provisions of this Security Agreement. 
 16. Severability.
Every provision of this Security Agreement is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the balance of the terms and provisions thereof, which terms and provisions shall remain binding and enforceable. 
 17. Amendment. This Security Agreement may be modified or rescinded only by a writing expressly relating to this Security Agreement and signed by all of the parties. 

18. Counterparts. This Security Agreement may be executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart. 

19. Release of Pledgors’ Obligations. Upon the satisfaction in full of all of the Obligations (excluding contingent
indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted) and termination of the Commitments, this Security Agreement (and the security interest created hereby) shall terminate and all rights to the
Collateral shall revert to the respective Pledgor, upon which, the Administrative Agent shall (i) return to each Pledgor such of its respective Collateral (together with all blank powers or other instruments of transfer or assignment) as shall
not have been sold or otherwise disposed of or applied pursuant to the terms hereof, and (ii) execute and deliver to each Pledgor such documents as such Pledgor shall reasonably request to evidence such termination. 

[The remainder of this page is intentionally left blank.] 

  
 M-8









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

			
	PLEDGORS:
	
	GETTY REALTY CORP., a Maryland corporation
		
	By:	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer
		 	
	GETTY PROPERTIES CORP., a Delaware corporation
		 	
	By:	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer
		 	
	GETTY TM CORP., a Maryland corporation
	
	By:	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer


 [signatures continue on following page] 







 
			
	ADMINISTRATIVE AGENT:
	
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:	 	 
		 	Name:
		 	Title:









 SCHEDULE I 

Guarantors Party Hereto 
  

	1.	Getty Properties Corp. 

  

	2.	Getty TM Corp. 








 SCHEDULE II 

Subsidiaries 
  

					
	 Name of
 Subsidiary
	  	 Subsidiary’s

Jurisdiction
	  	 Pledgor(s)/Owner(s) and

Ownership Interest

			
	 Getty Properties Corp.
	  	Delaware	  	Getty Realty Corp. (100%)
			
	 Getty TM Corp.
	  	Maryland	  	Getty Realty Corp. (100%)
			
	 AOC Transport, Inc.
	  	Delaware	  	Getty Properties Corp. (100%)
			
	 GettyMart Inc.
	  	Delaware	  	Getty Properties Corp. (100%)
			
	 Leemilt’s Petroleum, Inc.
	  	New York	  	Getty Properties Corp. (100%)
			
	 Slattery Group Inc.
	  	New Jersey	  	Getty Properties Corp. (100%)
			
	 Getty HI Indemnity, Inc.
	  	New York	  	Getty Properties Corp. (100%)
			
	 Getty Leasing, Inc.
	  	Delaware	  	Getty Properties Corp. (100%)
			
	 GTY NY Leasing, Inc.
	  	Delaware	  	Getty Properties Corp. (100%)
			
	 GTY MA/NH Leasing, Inc.
	  	Delaware	  	Getty Properties Corp. (100%)
			
	 Getty Realty Corp. REIT Qualification Trust
	  	Maryland	  	Getty TM Corp. (100%)
			
	 Power Test Realty Company Limited Partnership
	  	New York	  	 Getty Realty Corp. (100% of limited partnership interests)

 
 Getty Properties Corp. (100% of general partnership interests)









 EXHIBIT A 

FORM OF STOCK POWER 
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto             all of the capital stock of
            , a corporation organized under the laws of             (the “Company”), standing in the
undersigned’s name on the books of the Company represented by Certificate(s) No.(s) [            ] herewith, and does hereby irrevocably constitute and appoint
            as its attorney-in-fact to transfer said stock on the books of the Company with full power of substitution in the premises. 

Dated:              

[                   
                         ], 
   a  [                    ] 

By:                   
                                         
                                         
                                    

     Name: 

     Title: 







 EXHIBIT N 
 FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT 

  
 N-1









 EXHIBIT O 
 FORM OF GENERAL ASSIGNMENT 
 GENERAL ASSIGNMENT AND SECURITY AGREEMENT

 THIS GENERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), given this
[        ] day of March, 2012, made by GETTY REALTY CORP., a Maryland corporation (“Borrower”), the parties identified in Schedule I attached hereto (the
“Guarantors”, and together with the Borrower, each an “Assignor” and collectively, the “Assignors”), to JPMORGAN CHASE BANK, N.A. as administrative agent on behalf of certain
lenders (as defined below) (together with its successors and assigns, hereinafter referred to as “Administrative Agent”). 
 W I T N E S S E T H : 
 A. Pursuant to that certain Amended and Restated Credit Agreement dated as of the date hereof (as the same may be amended, modified, supplemented or replaced from time to time, the “Credit
Agreement”), among Borrower, Administrative Agent and certain lenders party thereto (each, a “Lender”, and collectively, the “Lenders”), the Lenders have agreed to make loans to Borrower
in the aggregate principal amount of up to $175,000,000 (the “Loans”), subject to the terms and conditions of the Credit Agreement. Capitalized terms used herein and not herein defined shall have the meanings assigned to such
terms in the Credit Agreement. 
 B. To induce the Lenders to make the Loan and to secure payment of the Debt, the Assignors
have agreed to the execution and delivery of this Agreement. 
 NOW, THEREFORE, in consideration of the sum of Ten Dollars and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Assignment, Pledge and Security Interest. Each Assignor hereby absolutely grants a first lien on and security interest in, and hereby assigns, pledges, transfers and sets over to Administrative
Agent (on behalf of the Lenders) as additional security for the payment of the principal amount of the Loans, all interest accrued and unpaid thereon, and all due and unpaid fees and other sums due to the Administrative Agent or the Lenders with
respect to the Loans or under any Loan Document (collectively, the “Debt”), all of such Assignor’s right, title and interest in and to the following: 

(a) that certain Promissory Note made by CPD NY Energy Corp., a New York corporation (“CPD”), as
payor, in favor of GTY NY Leasing, Inc., a Delaware corporation (“GTY NY Assignor”), as payee, dated as of January 13, 2011, in the aggregate principal amount of $18,400,000 (as the same may be amended, modified and in
effect from time to time, the “CPD Note”); 
 (b) all rights of such Assignor under all
other loan or security documents executed in connection with the loan granted to CPD by GTY NY Assignor, including, without limitation, the items described in Exhibit A attached hereto, as any of the








 
same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time (together with the CPD Note, the “CPD Documents”), or
under any other agreement or instrument relating to the CPD Documents, including, without limitation, (i) all rights of such Assignor to receive moneys under the CPD Note due and to become due under or pursuant to the CPD Documents,
(ii) all claims of such Assignor for damages arising out of or for breach of or default under a CPD Document, and (iii) any right of such Assignor to perform thereunder and to compel performance and otherwise exercise all rights and
remedies thereunder; 
 (c) all rights of such Assignors under all other loan or security documents executed in connection with
any loans made by such Assignor to any Person that is not an Affiliate of such Assignor after the date hereof, as any of the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time (the
“Other Loan Documents”), or under any other agreement or instrument relating to the Other Loan Documents, including, without limitation, (i) all rights of such Assignor to receive moneys under any
promissory note due and to become due under or pursuant to the Other Loan Documents, (ii) all claims of such Assignor for damages arising out of or for breach of or default with respect to the Other Loan Documents, and (iii) any right of
such Assignor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; 
 (d)
all of such Assignor’s right, title and interest in, to and under the documents, contracts, instruments, plans, permits, licenses, approvals, applications, trade names, insurance policies, equipment leases, purchase and sale agreements,
environmental indemnification agreements, property management agreements, asset management agreements, development agreements and other instruments executed or existing with respect to the Properties, including, without limitation, the Ground
Leases, or otherwise, and any amendments or modifications thereto or any replacements thereof executed during the term of the Notes, now in existence or hereafter executed by such Assignor or now in the possession of such Assignor or hereafter
obtained by such Assignor (the items described in this subparagraph (c), the CPD Documents and the Other Loan Documents are, collectively, the “Documents”); 

(e) all rights, powers, privileges, claims, remedies and causes of action of every kind which such Assignor now has or may in the future
have with respect to or by reason of its interest in the Documents; 
 (f) all of such Assignor’s interest in all
documents, instruments, chattel paper, escrows, claims, deposits, general intangibles and personal property as the foregoing terms are defined in the UCC (collectively, the “General Intangibles”); 

(g) all accounts (including reserve accounts), maintained by such Assignor with the Administrative Agent, including the accounts listed
in Exhibit B attached hereto (the “Accounts”), and all cash, checks, drafts, certificates, and instruments, if any, from time to time deposited or held in the Accounts from time to time including, without
limitation, all deposits or wire transfers made to the Accounts; and 
 (h) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing (the items enumerated in the preceding subparagraphs (a) through (f) and in this
subparagraph (g) being hereinafter collectively referred to as the “Collateral”). 

  
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 2. Present Assignment; Delivery of the CPD Documents and Other Loan Documents.

 (a) This Agreement is given to secure the Debt. The parties intend that this Agreement shall be a present, actual, absolute
and unconditional assignment and shall, immediately upon execution, give Administrative Agent the right to assume Assignor’s interest in the Collateral. Notwithstanding the foregoing until the written revocation of such license by
Administrative Agent following the occurrence and during the continuance of an Event of Default, the applicable Assignor shall have a license to utilize the Collateral in accordance with the terms thereof. If an Event of Default shall have occurred
and be continuing and the written revocation of such license, such Assignor’s license mentioned in the immediately preceding sentence shall cease and terminate, without the execution of any further instrument or document or the taking of any
other act on the part of Administrative Agent, and in such event, Administrative Agent shall be entitled to utilize the Collateral in Assignor’s place and stead, in the name of Assignor or otherwise. 

(b) The CPD Note and the other CPD Documents shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto
and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer endorsed by the applicable Assignor in blank, or assignments in blank, all in form and substance reasonably satisfactory to the
Administrative Agent, including, without limitation, an allonge to the CPD Note in blank (the “Allonge”), in the form set forth on Exhibit C hereto, transferring all of GTY NY Assignor’s interest in
the CPD Note in blank, duly executed by GTY NY Assignor and undated. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, at any time, in its discretion, to transfer to or to register
in the name of the Administrative Agent or its nominees any or all of the CPD Documents as additional Collateral for the Debt. In addition, the Administrative Agent shall have the right, at any time in its discretion upon the occurrence and during
the continuance of an Event Default and without notice to GTY NY Assignor or any other Assignor, to transfer to, and to designate on the Allonge, any Person to whom the CPD Note is sold in accordance with the provisions hereof. 

(c) In the event any Assignor makes a loan to any Person that is not an Affiliate of such Assignor after the date hereof, such Assignor
shall immediately deliver to the Administrative an Allonge, in the form set forth on Exhibit C hereto, transferring all of such Assignor’s interest in the applicable note in blank, duly executed by such Assignor and undated. The
provisions of subsection (b) above and the other rights and remedies set forth in this Agreement shall apply to any such future Allonge and the Other Loan Documents. 

3. No Obligation of Administrative Agent or Lenders. Neither this Agreement nor any action or inaction on the part of
Administrative Agent or any Lender shall constitute an assumption on the part of Administrative Agent or any Lender of any duty or obligation with respect to the Collateral, nor shall Administrative Agent or any Lender have any duty or obligation to
make any payment to be made by an Assignor under the Collateral, or to present or file any claim, or to take any other action to collect or enforce the payment of any 

  
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amounts or the performance of any obligations which have been assigned to Administrative Agent or to which it may be entitled hereunder at any time or times. No action or inaction on the part of
Administrative Agent or any Lender shall adversely affect or limit in any way the rights of Administrative Agent hereunder or under the Collateral, and neither Administrative Agent nor any Lender shall incur any liability on account of any action
taken (or not taken) by Administrative Agent or on Administrative Agent’s behalf in connection with the Collateral in good faith, whether or not the same shall prove to be improper, inadequate or invalid, in whole or in part. 

4. Indemnification; Expenses. Each Assignor shall, jointly and severally, indemnify and hold Administrative Agent and the Lenders
harmless from and against any and all liabilities, losses and damages which Administrative Agent may incur by reason of this Agreement and any actions of Administrative Agent taken (or not taken) in connection with the Collateral, and from and
against any and all claims and demands whatsoever which may be asserted against Administrative Agent by reason of any alleged obligations to be performed or discharged by Administrative Agent by reason of this Agreement, and the amount thereof,
including reasonable out-of-pocket costs, expenses and reasonable attorneys’ fees and disbursements, together with interest on such amount, at the rate of interest of 2% plus the rate applicable to ABR Loans from the date such costs, expenses
and fees were paid by Administrative Agent to the date of payment thereof to Administrative Agent by such Assignor, shall be secured hereby and by the other Loan Documents, and such Assignor shall reimburse Administrative Agent or such Lender, as
applicable, therefor within twenty (20) days after demand, and upon the failure of Assignor to do so, the same shall be deemed an Event of Default for which Administrative Agent and Lenders shall be entitled to exercise any and all rights and
remedies provided in the Loan Documents or at law or in equity; provided, however, that in no event shall Assignor be required to indemnify or hold harmless Administrative Agent or any Lender for any liabilities, losses or damages resulting from
such Person’s bad faith, gross negligence or willful misconduct. It is further understood that this Agreement shall not operate to constitute Administrative Agent or any Lender as a lender in possession of the Properties, or to place
responsibility for the control, care, management or repair of the improvements upon Administrative Agent or any Lender, nor shall it operate to make Administrative Agent or any Lender responsible or liable (as to the Assignors) for any waste
committed with respect to the Properties and/or the improvements by any party, or for any Hazardous Substances placed upon or found at the Properties, or for any dangerous or defective condition of the improvements or for any negligence in the
management, up-keep, repair or control of the improvements resulting in loss, injury, death or damage to any contractor, sub-contractor, licensee, invitee, employee, or other party, or for any other thing or matter whatsoever. 

5. Covenants. 
 (a) Each Assignor shall remain liable to, and shall, perform all of its respective obligations under the CPD Documents and shall, at its sole cost and expense, enforce the CPD Documents in a commercially
reasonable manner and comply in all material respects with all of its obligations under the CPD Documents and all the terms thereof. Promptly after becoming aware of any material default by any party under the CPD Documents, Assignor shall give
Administrative Agent prompt notice of such material default. 

  
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 (b) No Assignor shall take or omit to take any action, or do anything, or grant any consent,
waiver or ratification, that may impair the value of the CPD Documents or the value of the Liens created, granted and/or confirmed herein with respect to the CPD Documents. 
 6. Event of Default; Remedies 
 (a) Upon the occurrence and during the
continuance of an Event of Default, Administrative Agent shall be entitled to all of the rights, remedies, powers and privileges available to a secured party under the Uniform Commercial Code or other applicable law in any jurisdiction whose laws
may apply. In addition, upon the occurrence and during the continuance of an Event of Default, all amounts payable under the CPD Note and the other CPD Documents shall be paid directly to the Administrative Agent for application to the Debt.

 (b) This Agreement shall constitute a direction to and full authority to any person or entity which has contracted with or is
a party to any of the Collateral, including, without limitation, CPD (collectively, the “Contracting Parties”, and individually, a “Contracting Party”) to perform its
obligations under the Documents for the benefit of Administrative Agent upon written notice from Administrative Agent to any Contracting Party that an Event of Default under this Agreement has occurred and is continuing. In addition, Assignor agrees
that it shall, promptly upon request of Administrative Agent following such Event of Default and during the continuance thereof, execute and deliver notices to the Contracting Parties directing that future performance of such Contracting
Parties’ obligations be made at the direction of Administrative Agent. Assignors hereby irrevocably authorize each of the Contracting Parties to rely upon and comply with any such notice or demand by Administrative Agent for the performance by
any such Contracting Party of its obligations under any Document for the benefit of Administrative Agent, and no Contracting Party shall have any right or duty to inquire whether an Event of Default has actually occurred, and no Assignor shall have
the right to countermand its authorization herein to the Contracting Parties to perform for the benefit of Administrative Agent. 
 (c) Upon the occurrence and during the continuance of an Event of Default and upon notice to GTY NY Assignor, the Administrative Agent may cause the CPD Note to be sold, assigned or otherwise disposed, at
such place or places as the Administrative Agent deems best, and for cash or on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any
such disposition or of time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and the Administrative Agent or anyone else may be the purchaser, assignee or recipient of any or all of the CPD
Note so disposed of at any public sale (or, to the extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or
otherwise), of GTY NY Assignor or any other Assignor, any such demand, notice or right and equity being hereby expressly waived and released. Unless prohibited by applicable law, the Administrative Agent may, without notice or publication, adjourn
any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In connection therewith,
the Administrative Agent may cause the purchaser of the CPD Note to become the payee under the CPD Note to the 

  
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extent the CPD Note is sold (in accordance with this subsection (c)), by inserting the effective date and the name of such purchaser as the assignee under the Allonge executed and
delivered by GTY NY Assignor. The Administrative Agent shall not incur any liability as a result of the sale of the CPD Documents, or any part thereof, at any private sale pursuant to this subsection (c) conducted in a commercially
reasonable manner. Each Assignor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which the CPD Documents may have been sold at such a private sale was less than the price which might have
been obtained at a public sale. 
 7. Representations and Warranties. Each Assignor represents and warrants that it has
full right, power and authority to assign its respective interests in the Collateral assigned hereby, subject to the terms thereof, and that (a) to the knowledge of such Assignor, the CPD Documents in existence on the date hereof, are in full
force and effect in accordance with their respective terms, (b) the Assignors have delivered to Administrative Agent true and complete copies of the CPD Documents in existence as of the date hereof, (c) except for previous assignments
that have been released on or before the date hereof, neither the CPD Documents nor any part thereof has been assigned, pledged or encumbered by any Assignor except pursuant to this Agreement (and except as otherwise permitted thereby), (d) to
the best of such Assignor’s knowledge and belief, no default or event of default by any party which remains uncured beyond the expiration of any applicable grace or notice period has occurred and is continuing under the CPD Documents, and
(e) to the best of such Assignor’s knowledge and belief, none of the obligors under the CPD Documents has any defense, set-off or counterclaim against Assignor to the performance of any obligations of such obligors. 

8. Further Assurances. Each Assignor, at such Assignor’s expense, shall execute and deliver all such instruments and take all
such action as the Administrative Agent, from time to time, may reasonably request in order to obtain the full benefits of this Agreement and of the rights and powers herein created and to maintain and perfect the security interest granted in this
Agreement. To the extent permitted by law, each Assignor irrevocably authorizes Administrative Agent, at the expense of such Assignor, to file financing statements and continuation statements with respect to the Collateral without the signature of
such Assignor. 
 9. Miscellaneous. 
 (a) Wherever there is any conflict or inconsistency between any terms or provisions of this Agreement and the Credit Agreement, the terms and provisions of the Credit Agreement shall control. 

(b) All rights and remedies herein conferred may be exercised whether or not foreclosure proceedings are pending under any Mortgage or
any other action or proceeding has been commenced under any of the other Loan Documents. Administrative Agent shall not be required to resort first to the security of this Agreement before resorting to the security of any Mortgage or any of the
other Loan Documents and Administrative Agent may exercise the security hereof or thereof concurrently or independently and in any order of preference. 
 (c) This Agreement shall automatically terminate (and the Collateral reassigned to Assignor) upon the satisfaction in full of the Debt. 

  
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 (d) All notices, demands, consents, or requests which are either required or desired to be
given or furnished hereunder shall be sent and shall be effective in the manner set forth in the Credit Agreement. 
 (e) The
provisions of this Agreement shall be binding upon each Assignor, its respective successors and assigns, and all Persons claiming under or through any Assignor or any such successor or assign, and shall inure to the benefit of and be enforceable by
the Administrative Agent and its successors and assigns as Administrative Agent under the Credit Agreement. 
 (f) This
Agreement shall constitute a security agreement for all purposes under the Uniform Commercial Code as in effect in the state where the Collateral is located. 
 (g) This Agreement shall be governed by and construed according to the laws, from time to time in effect, of the State of New York pursuant to Section 5.1401 of the General Obligations Law of the
State of New York. 
 (h) Neither this Agreement nor any provision hereof may be changed, waived or terminated orally, but only
by an instrument in writing signed by Administrative Agent and the Assignors. 
 (i) If any of the provisions of this Agreement,
or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision or provisions to persons or circumstances other than those to whom or
which it is held invalid or unenforceable, shall not be affected thereby and every provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 

[remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, Assignor has duly executed this instrument as of the day and year first
above written. 
  

			
	GETTY REALTY CORP.
		
	By:	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer
	
	 GETTY PROPERTIES CORP.
 GETTY TM CORP.
 AOC TRANSPORT, INC.

GETTYMART INC.
 LEEMILT’S
PETROLEUM, INC.
 SLATTERY GROUP INC.
 GETTY HI INDEMNITY, INC.
 GETTY LEASING, INC.

GTY NY LEASING, INC.
 GTY MA/NH
LEASING, INC.

		
	By:	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer
	
	 POWER TEST REALTY COMPANY LIMITED PARTNERSHIP

 
 By: Getty Properties Corp., its General Partner

		
	By:	 	 
	Name:	 	David B. Driscoll
	Title:	 	President and Chief Executive Officer



  
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 SCHEDULE I 

 

	1.	Getty Properties Corp. 

  

	2.	Power Test Realty Company Limited Partnership 

  

	3.	Getty TM Corp. 

  

	4.	AOC Transport, Inc. 

  

	5.	GettyMart Inc. 

  

	6.	Leemilt’s Petroleum, Inc. 

  

	7.	Slattery Group Inc. 

  

	8.	Getty HI Indemnity, Inc. 

  

	9.	Getty Leasing, Inc. 

  

	10.	Gty NY Leasing, Inc. 

  

	11.	Gty MA/NH Leasing, Inc. 








 EXHIBIT A 
 CPD Documents 
  

	1.	Promissory Note made by CPD NY Energy Corp., a New York corporation (“CPD”), as payor, in favor of GTY NY Leasing, Inc., a Delaware corporation
(“GTY NY Assignor”), as payee, dated as of January 13, 2011, in the aggregate principal amount of $18,400,000 

  

	2.	Loan Agreement between CPD, as borrower, and GTY NY Assignor, as lender, dated as of January 13, 2011 


 

	3.	Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, between CPD, as mortgagor, and GTY NY Assignor, as mortgagee, dated as of January 13, 2011.


  

	4.	Continuing Guaranty (Loan) made by Ahmed Jamal, Salah AlJamal, Saleh El EJamal, Khalil ElJamal, CPD Properties NY, LLC, Chestnut Mars, Inc., Chestnut Mart of Dolson,
Inc., Chestnut Mart of Fishkill, Inc., Chestnut Mart of Highland, Inc., Chestnut Mart of Montgomery, Inc., Chestnut Mart of Newburgh, Inc., Chestnut Mart of Norwalk, Inc., Chestnut Mart of Pleasant Valley, Inc., Greenburgh Food Mart, Inc., Hyde Park
Food Mart, Inc., LaGrange Food Mart, Inc., Middletown Food Mart, Inc., Milan Food Mart, Inc., Monroe Food Mart 123, Inc., Yorktown Food Mart, Inc., CPD Energy Corp., NY1MS, Inc., NJMS, Inc., Petropeneur Brothers, Inc., Chestnut Rite Stop, Inc.,
Chestnut Star Mart, Inc., Chestnut Mart of Gardiner, Inc., Super Pumper, Inc., Chestnut Mart of POK, Inc., CPD Properties, Inc., Chestnut Service Center, Inc., CPD Group Management Corp., Chestnut Petroleum Dist, Inc. and CPD Parent Properties, LLC
(the “CPD Guarantors”), as guarantors, in favor of GTY NY Assignor, dated January 13, 2011 

  

	5.	Hazardous Substances Indemnity Agreement made by CPD and the CPD Guarantors, as indemnitors, in favor of GTY NY Assignor 


 

	6.	UCC-1 Financing Statements 

  

	7.	Lender’s Title Policy No. M-8912-924667, issued by Stewart Title Insurance Company 


 

	8.	Legal Opinion Letter, dated January 17, 2011, from Block, Janney & Pascal, LLC 


 

	9.	Legal Opinion Letter, dated January 13, 2011, from Pillsbury Winthrop Shaw Pittman LLP 








 EXHIBIT B 
 Accounts 
  

			
	 Holder of Account
	  	 Account Number(s)

		
	 Getty Realty Corp.
	  	1. 893-141496
		
		  	2. 777-243326
		
		  	3. 428-60060
		
		  	4. 300-3608605
		
	 Getty Properties Corp.
	  	1. 893-110612
		
		  	2. 210-004061
		
		  	3. 615-765904
		
	 Leemilt’s Petroleum, Inc.
	  	210-006145
		
	 Slattery Group Inc.
	  	109-024265
		
	 Power Test Realty Company Limited Partnership
	  	210-019433
		
	 GettyMart Inc.
	  	857-100890








 EXHIBIT C 
 FORM OF ALLONGE TO NOTE 
 This Allonge is attached to that certain Promissory Note, dated
[January 13, 2011], in the original principal amount of [EIGHTEEN MILLION FOUR HUNDRED THOUSAND and 00/100 Dollars ($[18,400,000.00])], by [CPD NY Energy Corp.], to the order of [GTY NY Leasing, Inc.] 

Pay to the order of
                                . This Allonge to Note is made without recourse and
without any representation or warranty of any kind whatsoever, express or implied, or by operation of law or otherwise. 
 Dated: As of
            , 201     (the “Effective Date”). 
  

			
	 [GTY NY LEASING, INC.],
 a Delaware corporation

		
	By:	 	 
		 	 Name:    David B. Driscoll

		 	 Title:      President and Chief Executive Officer