AMENDED AND RESTATED TERM LOAN AGREEMENT

Loan Agreement

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ACADIA REALTY TRUST | FLEET NATIONAL BANK | RD BRANCH ASSOCIATES, L.P.

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Title: AMENDED AND RESTATED TERM LOAN AGREEMENT
Governing Law: New York Date: 3/16/2005
Industry: Real Estate Operations Sector: Services

AMENDED AND RESTATED TERM LOAN AGREEMENT, Parties: acadia realty trust , fleet national bank , rd branch associates l.p.

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Exhibit 10.48

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

AMENDED AND RESTATED TERM LOAN AGREEMENT

dated as of June 30, 2004

between

FLEET NATIONAL BANK

("Lender")

Address of Lender: 1185 Avenue of the Americas, 16th Floor

New York, New York 10036

FLEET NATIONAL BANK, as Administrative Agent

("Administrative Agent")

Address of Lender: 1185 Avenue of the Americas, 16th Floor

New York, New York 10036

and

HEATHCOTE ASSOCIATES, L.P. ("Gateway Borrower"),

ACADIA TOWN LINE, LLC ("Town Line Borrower"),

RD BRANCH ASSOCIATES, L.P. ("Branch Borrower"),

RD ABINGTON ASSOCIATES LIMITED PARTNERSHIP ("Abington Borrower") ,

and

RD METHUEN ASSOCIATES LIMITED PARTNERSHIP ("Methuen Borrower")

(Branch Borrower, Abington Borrower and Methuen Borrower, individually and

collectively, as the context requires, "Borrower")

Address of Borrower: c/o Acadia Realty Trust

1311 Mamaroneck Avenue, Suite 260

White Plains, New York 10605

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LOCATION OF MORTGAGED PROPERTY:

The Town Line Property located at 80 Town Line Road, Rocky Hill, Connecticut;

the Gateway Property located at 570 Shelbourne Road, Burlington, Vermont; the

Branch Plaza Property located on Route 25 in Smithtown, New York; the Methuen

Shopping Center Property located at the intersection of Rte. 113 and Interstate

495 in Methuen, Massachusetts; and the Abington Towne Center Property located on

Old York Road in Abington, Pennsylvania

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THIS AMENDED AND RESTATED TERM LOAN AGREEMENT ("this Agreement") dated

as of June 30, 2004 by and among HEATHCOTE ASSOCIATES, L.P., ACADIA TOWN LINE,

LLC, RD BRANCH ASSOCIATES, L.P., RD ABINGTON ASSOCIATES LIMITED PARTNERSHIP, and

RD METHUEN ASSOCIATES LIMITED PARTNERSHIP (collectively and individually, as the

context requires, "Borrower") and FLEET NATIONAL BANK (in its individual

capacity and not as Administrative Agent, "Fleet") and each other lender who may

become a Lender pursuant to Section 8.07, each, a "Lender" and collectively,

"Lenders") and FLEET NATIONAL BANK, as Administrative Agent for Lenders

(together with its successors in such capacity, "Administrative Agent").

WHEREAS, pursuant to that certain Term Loan Agreement dated as of

December 28, 2001 (the "BAM Agreement") by and among Lender, Branch Borrower,

Abington Borrower and Methuen Borrower (collectively, the "BAM Borrowers"),

Lender made a loan (the "BAM Loan") to the BAM Borrowers in the original

principal amount of up to $23,000,000;

WHEREAS, pursuant to that certain Term Loan Agreement dated as of April

16, 2002 by and among Lender and Gateway Borrower (the "Gateway Agreement"),

Lender made a loan (the "Gateway Loan") to Gateway Borrower in the original

principal amount of up to $9,350,000;

WHEREAS, pursuant to that certain Note dated as of March 23, 1999 made

by Town Line Borrower in favor of Lender in the original principal amount of up

to $7,000,000, as modified by the Note Modification Agreement dated April 24,

2003 by and between Lender and Town Line Borrower, as the same may have been

heretofore modified, amended, extended and/or restated (the "Town Line Note"),

Lender made a loan (the "Town Line Loan") to Town Line Borrower in the original

principal amount of $7,000,000;

WHEREAS, as of the date hereof the outstanding principal balance of the

BAM Loan is $11,919,444.37, the outstanding principal balance of the Town Line

Loan is $4,826,163.74 and the outstanding principal balance of the Gateway Loan

is $6,217,182.20 and, in addition, the Town Line Letter of Credit in the amount

of $1,415,465 has been issued and is outstanding; and

WHEREAS, Borrower has requested, and Lender and Administrative Agent

have agreed, subject to the terms and conditions hereof, to consolidate the BAM

Loan, the Town Loan Line and the Gateway Loan into a single loan (defined herein

as the Loan), increase the principal amount thereof, extend the term thereof and

to consolidate, amend and restate the terms of the BAM Agreement, the note

executed pursuant to the BAM Agreement (the "BAM Note"), the Town Line

Agreement, the note executed pursuant to the Town Line Agreement (the "Town Line

Note") and the Gateway Note on the terms and conditions set forth herein and

Lender is prepared to do so on the terms and conditions hereinafter set forth.

<PAGE>

NOW, THEREFORE, in consideration of the mutual promises and agreements

herein contained, Borrower, Administrative Agent and Lenders hereby agree that

this Agreement amends and restates each of the BAM Agreement, the BAM Note, the

Town Line Agreement, the Town Line Note and the Gateway Note in their entirety

such that from and after the date hereof the Loan shall be evidenced,

administered and repaid pursuant to and in accordance with the following terms:

Article I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01. Definitions. The following terms, as used in this

Agreement, shall have the following meanings:

"Abington Towne Center Property" -- The fee interest in real property located on

Old York Road in Abington, Pennsylvania owned by Abington Borrower.

"Additional Interest" -- Any and all sums that shall become due and payable by

Borrower under the Hedging Agreement.

"Additional Advance" -- Shall have the meaning set forth in Section 4.02 of this

Agreement.

"Anchors"-- Shall mean, with respect to each Property, (i) Stop & Shop with

respect to the Town Line Property, (ii) Shaw's with respect to the

Gateway Shopping Center Property, (iii) Waldbaums, with respect to the

Branch Plaza Property; (iv) Wal-Mart, with respect to the Methuen

Shopping Center Property; and (v) T.J. Maxx, with respect to the

Abington Towne Center Property.

"Applicable Lending Office" -- For each Lender and for the portions of the

outstanding principal balance under its Note bearing interest at the

Prime Based Rate or LIBO Based Rate, as applicable, the lending office

of such Lender (or of an affiliate of such Lender) designated as such on

the signature page hereof or in the applicable Assignment and Assumption

Agreement, or such other office of such Lender (or of an affiliate of

such Lender) as such Lender may from time to time specify to

Administrative Agent and Borrower as the office by the portions of the

outstanding principal balance under its Note bearing interest at the

Prime Based Rate or LIBO Based Rate , as applicable, are to be made and

maintained.

"Applicable Margin" -- With respect to the Prime Based Rate, 0.45% per annum;

and with respect to the LIBO Based Rate, 1.05% per annum from the date

hereof through and including December 31, 2004 and 1.40% per annum

thereafter.

"Assignee" -- Has the meaning specified in Section 8.07.

"Assignment and Assumption Agreement" -- An Assignment and Assumption Agreement,

substantially in the form of EXHIBIT A, pursuant to which a Lender

<PAGE>

assigns and an Assignee assumes rights and obligations in accordance

with Section 8.07.

"Authorization Letter" -- The letter in the form of EXHIBIT F.

"Branch Plaza Property" -- The leasehold interest in real property located on

Route 25 in Smithtown, New York owned by Branch Borrower.

"Business Day" -- Any day on which commercial banks are not authorized or

required to close in New York City; and, whenever such day relates to a

LIBOR Amount, an Interest Period with respect to a LIBOR Amount, or

notice with respect to a LIBOR Amount, any such day in which dealings in

Dollar deposits are also carried out in the London interbank market and

banks are also open for business in London.

"Code" -- The Internal Revenue Code of 1986.

"Counterparty" -- Fleet National Bank, in its capacity as a party to the Hedging

Agreement, and its successors and assigns in such capacity.

"Default"-- Any event or circumstance which, with the giving of notice or the

passage of time, or both, would become an Event of Default.

"DSC Test" -- Shall have the meaning set forth in Section 2.04 of this

Agreement.

"Dollars" and "$" -- Lawful money of the United States of America.

"Employee Benefit Plan" -- Any employee benefit or other plan established or

maintained, or to which contributions have been made, by Borrower or

Guarantor.

"ERISA" -- The Employee Retirement Income Security Act of 1974, including the

rules and regulations promulgated thereunder.

"ERISA Affiliate" -- Any corporation which is a member of the same controlled

group of corporations (within the meaning of Section 414(b) of the Code)

as Borrower and/or Guarantor, or any trade or business which is under

common control (within the meaning of Section 414(c) of the Code) with

Borrower and/or Guarantor, or any organization which is required to be

treated as a single employer with Borrower and/or Guarantor under

Section 414(m) or 414(o) of the Code.

"Event of Default" -- Has the meaning given to such term in the Mortgage.

"Fiscal Year" -- The calendar year or such other annual period as Borrower and

Administrative Agent may mutually agree upon.

"Financial Statements" -- Statements of the assets, liabilities (direct or

contingent), income, expenses and cash flow of Borrower and Guarantor,

prepared in

<PAGE>

accordance with generally accepted accounting principles in the United

States as in effect from time to time and consistently applied.

"Fronting Fee" -- Shall have the meaning set forth in Section 8.20 of this

Agreement.

"Gateway Property" -- The fee interest in real property located at 570

Shelbourne Road, Burlington, Vermont owned by Gateway Borrower.

"Governmental Authorities" -- The United States, the state in which the Property

is located and any political subdivision, agency, department,

commission, board, bureau or instrumentality of either of them,

including any local authorities, which exercises jurisdiction over

Borrower, Guarantor, the Property or the Improvements.

"Guarantor" -- Jointly and severally, Acadia Realty Limited Partnership, a

Delaware limited partnership and any other person(s) or entity(ies) who

may hereafter become a guarantor of any or all of Borrower's obligations

in respect of the Loan.

"Guaranty" -- The guaranty(ies) of all or part of Borrower's obligations, to be

executed by Guarantor.

"Hazardous Materials" -- Has the meaning given to such term in the Mortgage.

"Hedging Agreement" -- The ISDA Master Agreement or other documentation with

respect to an interest rate hedging transaction entered into by and

between Guarantor and Counterparty dated as of August 23, 2001, as

assigned to BAM Borrower by Guarantor, as any of the same may be

amended, modified or supplemented from time to time, including any and

all "confirmations" under any thereof.

"Improvements" -- Shall mean, with respect to the indicated Property: (i) a one

story neighborhood shopping center containing 125,840 square feet with

respect to the Branch Plaza Property, (ii) a one story neighborhood

shopping center containing 129,494 square feet with respect to the

Methuen Shopping Center Property, (iii) a multi-level shopping center

containing 63,889 square feet with respect to the Abington Towne Center

Property, (iv) a one-story neighborhood shopping center containing

100,713 square feet with respect to the Gateway Property and (v) a

one-story neighborhood shopping center containing 206,178 square feet

with respect to the Town Line Property.

"Indemnity" -- An agreement from Borrower and Guarantor or, if there is no

Guarantor, such other persons or entities as shall be satisfactory to

Lender, whereby, among other things, Lender is indemnified regarding

Hazardous Materials.

"Individual Loan Commitment" -- With respect to each Lender, the amount set

forth below opposite the name of such Lender (subject to change in

accordance with the terms of this Agreement).

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Lender Individual Loan Commitment

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

Fleet $45,900,000

"Insolvency Event" -- Shall mean the occurrence of any of the Events of Default

described in clauses (d) through (h) of the Mortgage.

"Interest Period" -- The period during which interest at the LIBO Based Rate,

determined as provided in this Agreement, shall be applicable to the

LIBO Rate Request Amount in question, provided, however, that each such

period shall be either one (1), two (2), three (3) (or, if available,

four (4), or six (6)) months, which shall be measured from the date

specified by Borrower in each LIBO Rate Request for the commencement of

the computation of interest at the LIBO Based Rate, to the numerically

corresponding day in the calendar month in which such period terminates

(or, if there be no numerical correspondent in such month, or if the

date selected by Borrower for such commencement is the last Business Day

of a calendar month, then the last Business Day of the calendar month in

which such period terminates, or if the numerically corresponding day is

not a Business Day then the next succeeding Business Day, unless such

next succeeding Business Day enters a new calendar month, in which case

such period shall end on the next preceding Business Day) and in no

event shall any such period extend beyond the Maturity Date.

"Initial Advance" -- The first advance of Loan proceeds to be made hereunder.

"Law" -- Any federal, state or local law, statute, rule, regulation,

ordinance, order, decree, directive, requirement, code, notice of

violation or rule of common law, now or hereafter in effect, and in each

case as amended, and any judicial or administrative interpretation

thereof by a Governmental Authority or otherwise, including any judicial

or administrative order, determination, consent decree or judgment.

"Lender Reply Period" -- Has the meaning specified in Section 8.06.

"Lender's Counsel" -- Schiff Hardin LLP, 623 Fifth Avenue, 28th Floor, New York,

New York 10022.

"Lenders L/C Fee" -- Shall have the meaning set forth in Section 8.20 of this

Agreement.

"Letter of Credit" -- Shall have the meaning set forth in Section 8.20 of this

Agreement.

"LIBO Rate" -- The rate per annum (at Administrative Agent's option, rounded

up, if necessary, to the nearest 1/32 of 1%) that appears on Dow Jones

Page 3750 at approximately 11:00 a.m. (London time) on the date (the

"LIBOR Determination Date") two (2) Business Days prior to the first day

of the applicable Interest Period, for amounts comparable to the LIBO

Rate Request Amount for the same period of time as the Interest Period

selected by Borrower in the LIBO Rate

<PAGE>

Request; or, if such rate does not appear on Dow Jones Page 3750 as of

approximately 11:00 a.m. (London time) on the LIBOR Determination Date,

the rate (at Administrative Agent's option, rounded up, if necessary, to

the nearest 1/32 of 1%) for deposits in Dollars for a period comparable

to the applicable Interest Period that appears on the Reuters Screen

LIBO Page as of approximately 11:00 a.m. (London time) on the LIBOR

Determination Date. If such rate does not appear on either Dow Jones

Page 3750 or on the Reuters Screen LIBO Page as of approximately 11:00

a.m. (London time) on the LIBOR Determination Date, the LIBO Rate for

the Interest Period will be determined on the basis of the offered rates

for deposits in Dollars for an amount comparable to the LIBO Rate

Request Amount for the same period of time as such Interest Period that

are offered by four (4) major banks in the London interbank market at

approximately 11:00 a.m. (London time) on the LIBOR Determination Date.

Administrative Agent will request that the principal London office of

each of the four (4) major banks provide a quotation of its Dollar

deposit offered rate. If at least two (2) such quotations are provided,

the LIBO Rate will be the arithmetic mean of the quotations. If fewer

than two (2) quotations are provided as requested, the LIBO Rate will be

determined on the basis of the rates quoted for loans in Dollars to

leading European banks for amounts comparable to such LIBO Rate Request

Amount for the same period of time as such Interest Period offered by

major banks in New York City at approximately 11:00 a.m. (New York time)

on the LIBOR Determination Date. In the event that Administrative Agent

is unable to obtain any such quotation as provided above, it will be

deemed that the LIBO Rate cannot be determined. For purposes of the

foregoing definition, "Dow Jones Page 3750" means the display designated

as "Page 3750" on the Dow Jones Markets Service (or such other page as

may replace Page 3750 on that service or such other service as may be

nominated by the British Bankers' Association as the information vendor

for the purpose of displaying British Bankers' Association Interest

Settlement Rates for Dollar deposits); and "Reuters Screen LIBO Page"

means the display designated as page "LIBO" on the Reuters Monitor Money

Rates Service (or such other page as may replace the LIBO page on that

service for the purpose of displaying interbank rates from London in

Dollars).

"LIBO Rate Request" -- Borrower's telephonic notice (to be promptly confirmed

in writing), to be received by Administrative Agent by 12 Noon (New York

time) three (3) Business Days prior to the date specified in the LIBO

Rate Request for the commencement of the Interest Period (which

specified date must be a Business Day), of (a) its intention to have (i)

all or any portion of the Principal Amount which is not then the subject

of an Interest Period (other than an Interest Period which is

terminating on the Business Day specified in the notice) and/or (ii) all

or any portion of any advance of proceeds of the Loan evidenced by the

Notes which is to be made on the Business Day specified in the notice,

bear interest at the LIBO Based Rate and (b) the Interest Period desired

by Borrower in respect of the amount specified.

<PAGE>

"LIBO Rate Request Amount" -- The amount, to be specified by Borrower in each

LIBO Rate Request, which Borrower desires bear interest at the LIBO

Based Rate and which, at Administrative Agent's option, shall be an

integral multiple of $100,000.

"Loan" -- The loan in the Loan Amount made by Lender to Borrower under this

Agreement.

"Loan Allocation" -- Shall mean, with respect to the indicated Property: (i)

$12,750,000 for the Branch Plaza Property, (ii) $6,500,000 for the

Methuen Shopping Center Property, (iii) $5,720,000 for the Abington

Towne Center Property, (iv) $11,030,000 for the Town Line Property and

(v) $9,900,000 for the Gateway Property .

"Loan Amount" -- $45,900,000 (subject to change in accordance with the terms of

this Agreement).

"Loan Documents" -- This Agreement, the Note, the Mortgage, the Indemnity,

the Authorization Letter, Uniform Commercial Code financing statements

in respect of the Mortgaged Property and any other collateral given to

Lender as security for the Loan, and any other documents which evidence

or secure the Loan.

"Loan to Value Test" -- Shall have the meaning set forth in Section 2.03 of this

Agreement.

"Major Lease" -- Any lease for space in excess of 5,000 square feet of the

rentable area of the Improvements.

"Material Adverse Change" means either (1) a material adverse change in the

status of the business, results of operations, financial condition,

property or prospects of Borrower or (2) any event or occurrence of

whatever nature which is likely to (x) have a material adverse effect on

the ability of Borrower to perform its obligations under the Loan

Documents or (y) create, in the sole and absolute judgment (reasonably

exercised) of Lender, a material risk of sale or forfeiture of any of

the Mortgaged Property (other than an immaterial portion thereof) under

any Mortgage or otherwise materially impair any of the Mortgaged

Property under any Mortgage or Lenders' rights therein.

"Maturity Date" -- June 29, 2012.

"Methuen Shopping Center Property" -- The fee and leasehold interest in real

property located at the intersection of Rte. 113 and Interstate 495 in

Methuen, Massachusetts owned by Methuen Borrower.

"Mortgage" -- Those certain mortgages, assignments of leases and rents and

security agreements described in, and modified by, those certain

Mortgage (or Deed of Trust) Modification Agreements, dated the date

hereof, by and between each of the Borrowers and Administrative Agent

Lender to secure the payment and

<PAGE>

performance of Borrower's obligations hereunder, under the Note and

otherwise in respect of the Loan.

"Mortgaged Property" means, for each Property, the Property, the Improvements

thereon and all other property constituting the "Mortgaged Property", as

said quoted term is defined in the applicable Mortgage.

"Multiemployer Plan" -- Any plan defined as such in Section 3(37) of ERISA.

"Net Operating Income"

(a) all revenues from the ownership, use, occupancy, leasing

and operation of the Property during the period in question, determined

in accordance with GAAP (but adjusted to eliminate the effects of

straight-lining of rents and further adjusted to exclude extraordinary

and non-recurring sources of income), including all rental and other

payments, including, without limitation, base rent, additional rent,

promotional revenues, percentage rent and payments for common area

maintenance, taxes, insurance and operating expenses and proceeds of

rental loss or business interruption service, excluding tenant security

deposits collected but not applied to tenants' obligations, and interest

on such deposits;

minus

(b) all expenses in connection with the Property during such

period, determined in accordance with GAAP, including insurance

premiums, real estate taxes, promotional expenses, maintenance and

repair expenses, management fees and any other operational expenses, all

as determined in accordance with GAAP, but not including debt service

payable under the Loan.

"Note"; "Notes" -- Have the respective meanings specified in Section 2.06.

"Participant"; "Participation" -- Have the respective meanings specified in

Section 8.07.

"Pension Plan" -- Any employee pension benefit plan within the meaning of

Section 3(2) of ERISA with respect to which Borrower, Guarantor or any

ERISA Affiliate at any relevant time has liability or an obligation to

contribute.

"Person" -- An individual, partnership, corporation, limited liability company,

business trust, joint stock company, trust, unincorporated association,

joint venture or other entity of whatever nature.

"Premises Documents" -- Has the meaning given to such term in the Mortgage.

"Prime Based Rate" -- The Applicable Margin plus the greater of (i) the

Federal Funds Rate plus 1/2 of 1% per annum or (ii) the prime commercial

lending rate as announced from time to time by Administrative Agent at

Administrative Agent's Office (it being understood that said "prime

commercial lending rate" is a reference rate and does not necessarily

represent the lowest or best rate being

<PAGE>

charged to customers), each change in said rates to be effective,

without notice or demand of any kind, as of the date of such change.

"Principal Amount" -- At any time, the aggregate outstanding principal amount of

the Notes.

"Property" means, individually and collectively, as the context requires, each

of Abington Towne Center Property, Branch Plaza Property and Methuen

Shopping Center Property.

"Pro Rata Share" -- With respect to each Lender, the ratio of such Lender's

Individual Loan Commitment to the Loan Amount. As of the date hereof,

the Lenders' respective Pro Rata Shares are as follows:

Lender Pro Rata Share

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

Fleet 100%

"Regulation D" and "Regulation U" -- Respectively, Regulation D and Regulation U

of the Board of Governors of the Federal Reserve System.

"Regulatory Change" -- With respect to any Lender and the charging and

collecting of interest at the LIBO Based Rate, any change after the date

hereof in federal, state or foreign laws or regulations (including

Regulation D) or the adoption or making after such date of any

interpretations, directives or requests applying to a class of banks

including such Lender under any federal, state or foreign laws or

regulations (whether or not having the force of law) by any court or

governmental or monetary authority charged with the interpretation or

administration thereof, excluding any change the effect of which is

reflected in a change in the LIBO Based Rate.

"Release Price" -- Shall mean, with respect to the indicated Property: (i)

$12,155,000 for the Town Line Plaza Property, (ii) $10,900,000 for the

Gateway Shopping Center, (iii) $14,050,000 for the Branch Plaza

Property, (iv) $6,920,000 for the Methuen Shopping Center Property, and,

(v) $6,290,000 for the Abington Towne Center Property.

"Required Lenders" -- At any time, those Lenders holding at least 66-2/3% of the

Principal Amount.

"Reserve Requirement" -- The rate at which reserves (including any marginal,

supplemental or emergency reserves) are actually required to be

maintained by any Lender or any Lender's respective Participants, if

any, under Regulation D against "Euro-Currency Liabilities", as such

quoted term is used in Regulation D. Without limiting the effect of the

foregoing, the Reserve Requirement shall reflect any other reserves

required to be maintained by any Lender or any Lender's respective

Participants, if any, by reason of any Regulatory Change against (i) any

category of liabilities which includes deposits by reference to which

the LIBO

<PAGE>

Based Rate is to be determined as provided in this Agreement or (ii) any

category of extensions of credit or other assets which includes loans

the interest rate on which is determined on the basis of rates used in

determining the LIBO Rate.

"Requisition" -- A written statement by or on behalf of Borrower, in form and

substance satisfactory to Administrative Agent, setting forth the amount

of the Loan advance requested in each instance and instructions for the

payment of the same, and certifying the purpose for which such advance

is to be used.

"Title Insurer" -- The issuer(s), approved by Administrative Agent, of the

title insurance policy or policies insuring the Mortgage.

"Town Line L/C" -- Shall have the meaning set forth in Section 8.20 of this

Agreement.

"Town Line Property" -- The fee interest in real property located at 80 Town

Line Road, Rocky Hill, Connecticut owned by Town Line Borrower.

"Treasury Rate" -- The yield rate (i) on the 10 year U.S. Treasury Security due

on or closest to the Maturity Date (as defined in the Note), as such

yield rate is reported in the Wall Street Journal on the second Business

Day preceding the date of calculation.

"Unrestricted Cash and Cash Equivalents" means the following assets of

Guarantor, in each case, not subject to any lien, security interest or

restriction: (i) cash, (ii) securities issued or directly and fully

guaranteed or insured by the United States of America or any agency or

instrumentality thereof (provided that the full faith and credit of the

United States of America is pledged in support thereof) having

maturities of not more than six (6) months from the date of acquisition,

(iii) shares of money market funds invested in the securities described

in clause (ii) above and (iv) Dollar denominated time deposits or

certificates of deposit of any domestic United States commercial bank

whose long-term debt is rated at least A by Standard & Poor's Rating

Services, a division of The McGraw-Hill Companies, Inc. or A2 by Moody's

Investors Service, Inc. and having capital and surplus in excess of

$500,000,000.

Section 1.02. Rules of Construction. Except as expressly provided

otherwise, when used in this Agreement (i) "or" is not exclusive, (ii)

"hereunder", "herein", "hereof" and the like refer to this Agreement as a whole,

(iii) "Article", "Section", "Schedule" and "Exhibit" refer to Articles,

Sections, Schedules and Exhibits of this Agreement, (iv) terms defined in the

singular shall have a correlative meaning when used in the plural and vice

versa, (v) a reference to a Law includes any amendment, modification or

supplement to, or replacement of, such Law and (vi) a reference to a document

shall mean such document as the same may be amended, modified or supplemented

from time to time in accordance with its terms. The cover page and the Exhibits

and Schedules, if any, annexed hereto are incorporated as a part of this

Agreement with the same effect as if set forth in the body hereof. Any table of

contents and all captions and headings herein are for convenience only and shall

not affect the interpretation or construction hereof.

<PAGE>

ARTICLE II

THE LOAN

Section 2.01. Generally. Subject to the provisions of this Agreement,

and on the basis of the representations, warranties and covenants made herein

and in the other Loan Documents, each Lender severally agrees to advance its Pro

Rata Share of the Loan and Borrower will accept the Loan Amount in periodic

disbursements as hereinafter set forth and upon the satisfaction of the

conditions set forth in Article IV hereof.

Section 2.02. Nature of Lenders' Obligations. The obligations of Lenders

under this Agreement are several, and no Lender shall be responsible for the

failure of any other Lender to make any advance of the Loan to be made by such

other Lender. However, the failure of any Lender to make any advance of the Loan

to be made by it hereunder on the date specified therefor shall not relieve any

other Lender of its obligation to make any advance of its portion of the Loan

specified hereby to be made on such date.

Section 2.03. Purpose. The Loan shall be made for the business purpose

of financing the Mortgaged Property. Borrower covenants and agrees that in no

event shall proceeds of the Loan, or any part thereof, be used, directly or

indirectly, for any other purpose, for any illegal purpose or for the purpose,

whether immediate, incidental or ultimate, of buying or carrying "margin stock"

within the meaning of Regulation U of the Board of Governors of the Federal

Reserve System, or in connection with any hostile acquisition or for any illegal

purpose.

Section 2.04. Advances. The Initial Advance shall be in the amount of

$16,750,500 and shall be made upon satisfaction of the conditions set forth in

Section 4.01. Subsequent advances shall be made no more frequently than once a

month thereafter, upon satisfaction of the conditions set forth in Section 4.02.

In no event shall Lenders be obligated to make an advance hereunder if (i) the

Principal Amount of the Loan following such advance (the "Post Advance Amount")

would exceed 65% of the appraised value of the Mortgaged Property (the "Loan to

Value Test") as determined by an independent appraisal conducted at Borrower's

expense by an appraiser selected by Administrative Agent, which appraisal shall

be conclusive as to value absent manifest error, provided, however, that

Borrower shall not be obligated to pay for more than one (1) appraisal per any

twelve (12) consecutive month period so long as no Event of Default exists or

(ii) if Net Operating Income is not 130% or more of debt service on the Initial

Advance or the Post Advance Amount, as the case may be (the "DSC Test"). For

purposes of determining compliance with the DSC Test, Net Operating Income shall

be calculated on a semi-annual basis using six months' actual figures and the

projected figures for the next succeeding six months and debt service shall be

calculated using an interest rate equal to the greater of (a) the actual

interest rate; (b) the Treasury Rate plus 200 basis points or (c) an interest

rate equal to 8.0% and a (25) year equal payment self liquidating amortization

schedule. For purposes of determining compliance with the Loan to Value Test, a

new appraisal shall not be required for each advance provided the appraisal

required in connection therewith shall not be more than twelve (12) months old

<PAGE>

and any required reappraisals shall be made at Borrower's expense, subject to

the limitation set forth in clause (i) above.

Section 2.05. Procedure for Advance. Borrower shall submit to

Administrative Agent a request for the advance of proceeds of the Loan no later

than 10:00 a.m. (New York time) on the date ten (10) Business Days, prior to the

date the advance is to be made. Administrative Agent, upon its receipt and

approval of the request for advance, will so notify all Lenders either by

telephone or by facsimile. Not later than 10:00 a.m. (New York time) on the date

set for such advance, each Lender shall, through its Applicable Lending Office

and subject to the conditions of this Agreement, make the amount to be advanced

by it on such day available to Administrative Agent, at Administrative Agent's

Office and in immediately available funds for the account of Borrower. The

amount so received by Administrative Agent shall, subject to the conditions of

this Agreement, be made available to Borrower, in immediately available funds,

by Administrative Agent's crediting an account of Borrower designated by

Borrower in its request for advance.

Section 2.06. Notes. The Loan shall be evidenced by notes of Borrower in

the form of EXHIBIT D, duly completed and executed by Borrower (one for each

Lender in an amount equal to such Lender's Individual Loan Commitment, payable

for the account of such Lender's Applicable Lending Office), in an aggregate

principal amount equal to the Loan Amount (such notes, as the same may hereafter

be amended, modified, extended, severed, assigned, substituted, renewed or

restated from time to time (including, without limitation, any substitute notes

pursuant to Section 8.07), each, a "Note" and collectively, the "Notes"). The

Notes shall mature, and all outstanding principal and other sums thereunder

shall be paid in full, on the Maturity Date, as the same may be accelerated or

extended.

In case of any loss, theft, destruction or mutilation of any Lender's

Note, Borrower shall, upon its receipt of an affidavit of an officer of such

Lender as to such loss, theft, destruction or mutilation and an appropriate

indemnification, execute and deliver a replacement Note to such Lender in the

same principal amount and otherwise of like tenor as the lost, stolen, destroyed

or mutilated Note.

Section 2.07. Payments and Distributions. Borrower shall make each

payment under this Agreement and under the Notes not later than 11:00 a.m. (New

York time) on the date when due to Administrative Agent at Administrative

Agent's Office in immediately available funds. Administrative Agent will

thereafter, on the day of its receipt of each such payment, cause to be

distributed to each Lender such Lender's appropriate share (based upon the

respective outstanding principal amounts of the Notes and the respective rates

of interest thereunder) of the payments of principal and interest, and its

appropriate share of the payments of other sums, in like funds for the account

of such Lender's Applicable Lending Office. Payments by Borrower hereunder or

under the Notes or other Loan Documents shall be made without setoff or

counterclaim.

Except to the extent otherwise provided in this Agreement, whenever any

payment to be made under this Agreement or under the Notes is due on any day

other

<PAGE>

than a Business Day, such payment shall be made on the next succeeding Business

Day, and such extension of time shall in such case be included in the

computation of the payment of interest and, if applicable, fees, as the case may

be.

Each Lender's interest in the Loan shall be of equal priority with the

interest of each other Lender.

Section 2.08. Interest. Borrower shall have the option, subject to the

terms and conditions set forth in this Agreement, of paying interest on the

Principal Amount or portions thereof at the Prime Based Rate or the LIBO Based

Rate. If Borrower desires the application of the LIBO Based Rate, it shall

submit a LIBO Rate Request to Administrative Agent, which LIBO Rate Request

shall be irrevocable, subject to Borrower's right to convert the rate of

interest payable under the Notes with respect to any LIBOR Amount from the LIBO

Based Rate to the Prime Based Rate as provided in Section 2.10. Administrative

Agent shall, on the day of its receipt of the LIBO Rate Request from Borrower,

notify each Lender by either telephone or by facsimile of the specified LIBOR

Amount and the amount of the Lender's portion thereof, the Interest Period and

date of commencement thereof, and the interest rate applicable to such LIBOR

Amount. Each LIBO Rate Request shall be applicable to the Notes in accordance

with the Lenders' respective Pro Rata Shares, so that, barring a conversion or

suspension of the LIBO Based Rate by one or more, but not all, Lenders, pursuant

to Article III, the outstanding principal amounts of each of the Notes shall

contain segments bearing interest at the Prime Based Rate and/or LIBO Based

Rate(s) under particular Interest Period(s), each of which segments shall

correspond to a proportional segment of the outstanding principal amount of

every other Note. In the event that Borrower fails to submit a LIBO Rate Request

with respect to a LIBOR Amount not later than 12 Noon (New York time) three (3)

Business Days prior to the last day of the relevant Interest Period, the LIBOR

Amount in question shall bear interest, commencing at the end of such Interest

Period, at the Prime Based Rate.

Interest shall be computed on an actual/360-day basis (i.e., interest

for each day during which any portion of the Principal Amount is bearing

interest at a particular interest rate per annum shall be computed at such rate

divided by 360).

Borrower shall pay interest on the Principal Amount to Administrative

Agent for the account of Lenders. Interest on the Principal Amount shall be

payable, in arrears, monthly on the first day of the first month following the

Initial Advance and on the first day of each month thereafter until the Notes

are repaid in full.

Section 2.09. Limitation on Number of Interest Periods. Borrower shall

not have the right to have more than five (5) Interest Periods, in the

aggregate, in respect of the Loan in effect at any one time, whether or not any

portion of the Principal Amount is then bearing interest at the Prime Based

Rate.

Section 2.10. Conversions of Interest Rate. Provided there exists no

Event of Default, Borrower shall have the right to convert, from time to time,

the rate of interest payable under the Notes with respect to any portion of the

Principal Amount to the LIBO

<PAGE>

Based Rate or the Prime Based Rate, subject to the terms of this Agreement

(including, without limitation, the payment of all amounts due in connection

with any such conversion from the LIBO Based Rate on a date other than the last

day of an applicable Interest Period) and provided that, in the case of a

conversion from the LIBO Based Rate, the entire LIBOR Amount is the subject of

the conversion. Conversions shall be accomplished (i) in the case of a

conversion from the Prime Based Rate to the LIBO Based Rate, by Borrower's

submission of a LIBO Rate Request in accordance with Section 2.08 or (ii) in the

case of a conversion from the LIBO Based Rate to the Prime Based Rate, by

Borrower's request to Administrative Agent by telephone (to be promptly

confirmed in writing), to be received by Administrative Agent at least three (3)

Business Days prior to the date specified for such conversion, specifying the

LIBOR Amount with respect to which the interest rate is to be converted and the

date of the conversion. On the date of its receipt of such request,

Administrative Agent shall notify each Lender thereof either by telephone or by

facsimile.

Section 2.11. Inapplicability of LIBO Based Rate. Any portion of the

Principal Amount to which the LIBO Based Rate is not or cannot pursuant to the

terms of this Agreement be applicable shall bear interest at the Prime Based

Rate. Upon the occurrence of an Event of Default, the entire Principal Amount

shall, at the option of the Required Lenders, immediately and without notice to

Borrower, bear interest at the Prime Based Rate. In addition, following the

occurrence of an Event of Default, Borrower shall have no right to submit a LIBO

Rate Request with respect to any LIBOR Amount for which the current Interest

Period is expiring. The foregoing provisions shall not be construed as a waiver

by Lenders of their right to pursue any other remedies available to them under

the Mortgage or any other Loan Document nor shall they be construed to limit in

any way the application of the Default Rate as provided in the Mortgage.

Section 2.12. Late Payment Premium. Borrower shall pay to Administrative

Agent for the account of Lenders a late payment premium in the amount of 5% of

any payments of principal or interest under the Loan made more than ten (10)

days after the due date thereof, which late payment premium shall be due with

any such late payment.

Section 2.13. Voluntary Prepayments. Borrower may, upon at least fifteen

(15) Business Days' notice (which notice shall be irrevocable) to Administrative

Agent, prepay the Principal Amount, in whole or part, without premium or

penalty; provided, however, that (i) any partial prepayment under this Section

shall be in a principal amount of not less than $1,000,000 and an integral

multiple of $100,000, (ii) prepayment of a LIBOR Amount other than on the last

day of the applicable Interest Period shall be subject to the provisions of

Section 3.03 and (iii) each prepayment under this Section shall include all

interest accrued on the amount of principal prepaid (and all late charges and

other sums that may be payable) through the date of prepayment. Amounts prepaid

may not be reborrowed.

Section 2.14. Annual Commitment Reduction/Required Amortization.

Commencing on the first day of June, 2005 and on the first day of each June

thereafter until the Maturity Date both the Loan Amount and the aggregate amount

of the Lender's Individual Loan Commitment shall reduce by the amount set forth

on Schedule A

<PAGE>

attached hereto and, to the extent the Loan Amount as so reduced would exceed

the Principal Amount, Borrower shall, on the date of reduction make a mandatory

principal payment in the amount of such excess such that, at no time, shall the

Principal Amount exceed the Loan Amount as reduced from time to time. After any

release of a Property, in accordance with Section 8.18 or otherwise,

Administrative Agent shall recalculate the required annual amortization payments

due hereunder in accordance with a constant annual payment mortgage schedule

based on the Principal Amount at such time and an assumed interest rate of 8%

per annum, which would fully amortize over a term equal to (x) twenty-five (25)

years less (y) the number of full twelve (12) month periods elapsed since the

date hereof. Administrative Agent shall provide Borrower with a schedule of such

recalculated amortization payment schedule upon request and such schedule shall

be final and binding upon Borrower absent manifest error.

ARTICLE III

YIELD MAINTENANCE ETC.

Section 3.01. Additional Costs and Other Effects of Regulatory Changes;

Taxes. Borrower shall pay directly to a Lender, promptly upon demand, such

amounts as are necessary to compensate such Lender for Additional Costs

resulting from any Regulatory Change which (i) subjects such Lender to any tax,

duty or other charge with respect to the Loan or its Note, or changes the basis

of taxation of any amounts payable to such Lender under the Loan or its Note

(other than taxes imposed on the overall net income of such Lender or of its

Applicable Lending Office by the jurisdiction in which such Lender's principal

office or such Applicable Lending Office is located), (ii) imposes, modifies or

deems applicable any reserve, special deposit or similar requirements relating

to any extensions of credit or other assets of, or any deposits with or other

liabilities of, such Lender, (iii) imposes on such Lender or, in the case of

LIBOR Amounts, on the London interbank market, any other condition affecting the

Loan or its Note, or any of such extensions of credit or liabilities or (iv)

imposes any capital adequacy requirements on such Lender by virtue of the Loan

or the Notes. Such Lender will notify Borrower (with a copy to Administrative

Agent) of any event occurring after the date hereof which would entitle it to

compensation pursuant to this paragraph as promptly as practicable after it

obtains knowledge thereof and determines to request such compensation, and will

designate a different Applicable Lending Office for those portions of the Loan

affected by such event if such designation will avoid the need for, or reduce

the amount of, such compensation and will not, in such Lender's sole opinion, be

disadvantageous to it, provided that such Lender shall have no obligation to so

designate an Applicable Lending Office located in the United States.

Without limiting the effect of the immediately preceding paragraph, in

the event that, by reason of any Regulatory Change, (i) a Lender incurs

Additional Costs based on or measured by the excess above a specified level of

the amount of (1) a category of deposits or other liabilities of such Lender

which includes deposits by reference to which the LIBO Rate is determined as

provided in this Agreement and/or (2) a category of extensions of credit or

other assets of such Lender which includes loans the interest on

<PAGE>

which is determined on the basis of rates referred to in the definition of "LIBO

Rate" in Section 1.01, (ii) a Lender becomes subject to restrictions on the

amount of such a category of liabilities or assets which it may hold or (iii) it

shall be unlawful or impossible for a Lender to make or maintain its Pro Rata

Share of the Loan (or any portion thereof) at the LIBO Based Rate, then such

Lender's obligation to make or maintain its Pro Rata Share of the Loan (or any

portion thereof) at the LIBO Based Rate (and Borrower's right to request the

same) shall be suspended and such Lender shall give notice thereof to Borrower

(with a copy to Administrative Agent) and, upon the giving of such notice,

interest payable on the affected Note shall be converted to the Prime Based

Rate, unless such Lender may lawfully continue to maintain its Pro Rata Share of

the Loan (or any portion thereof) then bearing interest at the LIBO Based Rate

to the end of the current Interest Period(s), at which time the interest rate on

the affected Note shall convert to the Prime Based Rate. If subsequent to any

conversion to the Prime Based Rate as provided above such Lender determines that

such Regulatory Change has ceased to be in effect, such Lender will so notify

Borrower (with a copy to Administrative Agent), and Borrower may convert the

rate of interest payable under the affected Note with respect to those portions

of the Principal Amount bearing interest at the Prime Based Rate to the LIBO

Based Rate by submitting a LIBO Rate Request in respect thereof and otherwise

complying with the provisions of this Agreement with respect thereto.

Determinations by each Lender of the existence or effect of any

Regulatory Change on its costs of making or maintaining its Pro Rate Share of

the Loan, or portions thereof, at the LIBO Based Rate, or on amounts receivable

by it in respect thereof, and of the additional amounts required to compensate

such Lender in respect of Additional Costs, shall be conclusive, so long as made

on a reasonable basis.

Section 3.02. Limitations on Availability of LIBO Based Rate. Anything

herein to the contrary notwithstanding, if, at the time of or prior to the

determination of the LIBO Based Rate in respect of any LIBO Rate Request Amount

as provided in this Agreement, (i) Administrative Agent determines (which

determination shall be conclusive, so long as made on a reasonable basis) that

by reason of circumstances affecting the London interbank market generally,

adequate and fair means do not or will not exist for determining the LIBO Rate

applicable to an Interest Period or (ii) a Lender determines (which

determination shall be conclusive, so long as made on a reasonable basis) that

the LIBO Rate will not accurately reflect the cost to such Lender of making or

maintaining its Pro Rata Share of the Loan (or any portion thereof) at the LIBO

Based Rate, then Administrative Agent, in the case of the circumstances

described in clause (i) above, or such Lender, in the case of the circumstances

described in clause (ii) above, shall give Borrower prompt notice thereof (with

a copy to Administrative Agent in the case of the notice from such Lender), and

the LIBO Rate Request Amount in question, in the case of the circumstances

described in clause (i) above, or such Lender's portion thereof, in the case of

the circumstances described in clause (ii) above, shall bear interest, or

continue to bear interest, as the case may be, at the Prime Based Rate. If at

any time subsequent to Administrative Agent's or such Lender's giving of such

notice, Administrative Agent or such Lender, as the case may be, determines that

because of a change in circumstances the LIBO Based Rate is again available to

Borrower, Administrative Agent or such Lender, as the case may be, shall so

notify Borrower (with

<PAGE>

a copy to Administrative Agent, in the case of the notice from such Lender) and

Borrower may convert the rate of interest payable under the Notes or such

Lender's Note, as the case may be, from the Prime Based Rate to the LIBO Based

Rate by submitting a LIBO Rate Request in respect thereof and otherwise

complying with the provisions of this Agreement with respect thereto.

Section 3.03. Certain Compensation. Borrower shall pay directly to a

Lender, immediately upon request and notwithstanding contrary provisions

contained in the Mortgage or other Loan Documents, such amounts as shall, in the

judgment of such Lender (which shall be conclusive so long as made on a

reasonable basis), compensate it for any loss, cost or expense incurred by it as

a result of (i) any payment or prepayment (under any circumstances whatsoever,

whether voluntary or involuntary) of any portion of the Principal Amount bearing

interest at the LIBO Based Rate on a date other than the last day of an

applicable Interest Period, (ii) the conversion (for any reason whatsoever,

whether voluntary or involuntary) of the rate of interest payable under such

Lender's Note from the LIBO Based Rate to the Prime Based Rate with respect to

any portion of the Principal Amount then bearing interest at the LIBO Based Rate

on a date other than the last day of an applicable Interest Period, (iii) the

failure of all or a portion of an advance of the Loan which was to have borne

interest at the LIBO Based Rate pursuant to a LIBO Rate Request to be made, (iv)

any failure by Borrower to prepay any portion of the Principal Amount bearing

interest at the LIBO Based Rate on the date specified in Borrower's notice of

prepayment or (v) the failure of Borrower to borrow, continue or convert in

accordance with a LIBO Rate Request submitted by it, which amounts shall

include, without limitation, an amount equal the Present Value (determined as

hereinafter provided) of the dollar amount which is obtained by multiplying the

number of days from the date of the occurrence to the last day of the applicable

Interest Period by a number which is calculated by (i) multiplying the amount

prepaid, converted, not advanced, not prepaid or not borrowed, as the case may

be, by the excess of the LIBO Based Rate applicable thereto over the current

rate for United States Treasury securities (bills on a discounted basis shall be

converted to a bond equivalent) with a maturity date closest to the last day of

the applicable Interest Period and (ii) dividing the product thereof by 360. For

purposes of this Section, Present Value shall be determined by using the number

of days during the period from the date of occurrence to and including the last

day of the applicable Interest Period and using the above-referenced United

States Treasury security rate. A determination by a Lender as to the amounts

payable to it pursuant to this Section shall be conclusive absent manifest

error.

Section 3.04. "Lender" to Include Participants. For purposes of this

Article III and of the definition of "Additional Costs" in Section 1.01, the

term "Lender" shall, at each Lender's option, be deemed to include such Lender's

present and future Participants in the Loan to the extent of each such

Participant's actual Additional Costs or other losses, costs or expenses payable

pursuant to this Article III.

<PAGE>

ARTICLE IV

CONDITIONS PRECEDENT

Section 4.01. Conditions Precedent to Loan. Lenders shall not be

obligated to make the Initial Advance until the following conditions shall have

been satisfied:

(a) There shall exist no Default or Event of Default, and no

Default or Event of Default would result from the making of the Loan;

(b) The representations and warranties made to

Administrative Agent or Lenders herein, in the other Loan Documents and

in any other document, certificate or statement executed or delivered to

Administrative Agent or Lenders in connection with the Loan shall be

true and correct on and as of the date of the advance of the Loan with

the same effect as if made on such date;

or damaged by fire or other casualty; and

(d) Lenders shall have received and approved each of the

following:

(1) Loan Fees and Expenses. (i) A non-refundable

facility fee in respect of this Loan (without credit for any

amounts paid under existing credit facilities refinanced hereby)

in the amount of $573,750, to be retained by Lender whether or

not any advances are made hereunder and (ii) all fees and

expenses incurred by Administrative Agent (including, without

limitation, the reasonable fees and expenses of Lenders'

Counsel, Lenders' environmental and insurance consultants, and

the preparer of the appraisal required by paragraph (4) below);

(2) Loan Documents. This Agreement and each of the

other Loan Documents, duly executed by the parties thereto, and,

where applicable, duly acknowledged and in proper form for

recording or filing, as the case may be, and all necessary or

desirable recordings and filings shall have been duly made;

(3) Financial Statements. Current Financial

Statements and such other financial data (including, without

limitation, current financial statements of tenants under leases

in respect of the Mortgaged Property and of parties to any of

the Premises Documents, and of the guarantor(s), if any, of any

such tenants or parties) as Administrative Agent shall require;

(4) Appraisal. An independent M.A.I. appraisal of

the Property and Improvements complying in all respects with the

standards for real estate appraisals established pursuant to the

Financial Institutions Reform, Recovery, and Enforcement Act of

1989;

<PAGE>

(5) Insurance Policies. The policies of insurance

required by the Mortgage, together with evidence of the payment

of the premiums therefor;

(6) Hazardous Materials Report/Reliance Letter. A

detailed report by a properly qualified engineer, which shall

include, inter alia, a certification that such engineer has

obtained and examined a list of prior owners, tenants and other

users of all or any portion of the Property or any improvements

thereon, and has made an on-site physical examination of the

Property, and a visual observation of the surrounding areas, and

has found no evidence of past or present Hazardous Materials

activities or the presence of Hazardous Materials, together

with, if required by Administrative Agent, a "reliance letter"

addressed to Administrative Agent with respect to such report;

(7) Title Policy. A paid title insurance policy, in

the amount of (i) $7,323,300 with respect to the Methuen

Shopping Center Property; (ii) $15,000,000 with respect to the

Branch Plaza Property; (iii) $6,578,000 with respect to the

Abington Towne Center Property, (iv) $12,421,800 with respect to

the Town Line Property, and (v) $11,154,900 with respect to the

Gateway Property in ALTA 10-17-92 or other form approved by

Lender's Counsel with such endorsements as shall be reasonably

requested by Lender's Counsel (including "tie-in" endorsements

aggregating liability under such policies to the extent

permitted by Law), issued by the Title Insurer which shall

insure the Mortgage to be a valid lien on Borrower's interest in

the premises free and clear of all defects and encumbrances

except those previously received and approved by Lender's

Counsel, and shall contain (i) full coverage against mechanics'

liens (filed and inchoate), (ii) a reference to the survey but

no survey exceptions except those theretofore approved by

Lender's Counsel, (iii) such affirmative insurance and

endorsements as Lender's Counsel may require, and (iv) if any

such policy is dated earlier than the date of the disbursement

of the Loan, an endorsement to such policy, in form approved by

Lender's Counsel, redating the policy and setting forth no

additional exceptions except those approved by Lender's Counsel;

and shall be accompanied by such reinsurance agreements between

the Title Insurer and title companies approved by Lender, in

ALTA 1994 facultative form, as Lender may require;

(8) Survey. A current, as-built survey of the

Property, certified to Lender and the Title Insurer showing (i)

the location of the perimeter of the Property by courses and

distances, (ii) all easements, rights-of-way, and utility lines

referred to in the title policy required by this Agreement or

which actually service or cross the Property, (iii) the lines of

the streets abutting the Property and the width thereof, and any

established building and setback lines, (iv) encroachments and

the extent thereof upon the Property, (v) the Improvements and

the relationship thereof by distances

<PAGE>

to the perimeter of the Property, established building, setback

and street lines and (vi) if the Property is described as being

on a filed map, a legend relating the survey to said map,

provided that Administrative Agent hereby acknowledges that the

surveys (other than with respect to the Gateway Property)

received on or prior to the date hereof shall satisfy this

requirement notwithstanding the fact that they may not be

current;

(9) Leases and Premises Documents. Certified copies

of all leases in respect of the Mortgaged Property, accompanied

by, in the case of Anchors and any other leases specified by

Administrative Agent, estoppel certificates from the tenants

thereunder and executed notice-of-assignment letters in the form

of EXHIBIT B in respect thereof; executed subordination and

attornment agreements, in Administrative Agent's usual form, in

respect of such leases as Administrative Agent may require; a

certified copy of the standard form of lease or contract of

sale, as the case may be, Borrower will use in connection with

the leasing of space in the Improvements or the sale of portions

of the Property; certified copies of all Premises Documents,

together with estoppel certificates from the parties thereto and

a certified current rent roll for the Improvements;

(10) Requisition. A Requisition for the Initial

Advance,

(11) Counsel Opinions. Opinions of Borrower's counsel

and local counsel (and, if required by Lender, of a local

counsel selected by Lender or Lender's Counsel) to the effects

set forth on EXHIBIT C;

(12) Organizational Documents. If Borrower, the

mortgagor or grantor under the Mortgage (if different from

Borrower), Guarantor or any general partner or member of any of

them is a corporation, current copies of the following documents

with respect to each (unless otherwise indicated):

(i) a good-standing certificate from the

jurisdiction of its incorporation and, as to Borrower

and the mortgagor or grantor under the Mortgage only,

from the jurisdiction in which the Property is located,

(ii) a resolution, certified by the corporate

secretary, of the shareholders or directors of the

corporation authorizing the consummation of the

transactions contemplated hereby and the execution,

delivery and performance of the Loan Documents and any

other documents to be executed, delivered or performed

by said corporation (including any substitute or

replacement Notes to be executed and delivered pursuant

to the terms hereof), and

<PAGE>

(iii) a certificate of the corporate secretary

as to the incumbency of the officers executing any of

the documents required hereby,

and, if Borrower, the mortgagor or grantor under the Mortgage

(if different from Borrower), Guarantor or any general partner

or member of any of them is a partnership, venture, limited

liability company or trust:

(iv) the entity's organizational agreement

and all amendments and attachments thereto, certified by

a general partner, venturer, member or trustee to be

true and complete,

(v) any certificates filed or required to be

filed by the entity in the jurisdictions of its

formation and where the Property is located in order for

it to do business in those jurisdictions, and

(vi) evidence of the authorization of the

consummation of the transactions contemplated hereby and

the execution, delivery and performance of the Loan

Documents and any other documents to be executed,

delivered or performed by said entity (including any

substitute or replacement notes to be executed and

delivered pursuant to the terms hereof), and including

any required consents by partners, venturers, members,

trustees or beneficiaries;

(13) Intentionally Omitted;

(14) Permits and Approvals. Copies of the

certificate(s) of occupancy for the Improvements and of any and

all other authorizations (including plot plan and subdivision

approvals, zoning variances, water, sewer, building and other

permits) required by Governmental Authorities or otherwise

necessary for the use, occupancy and operation of the Property

and/or Improvements for their intended purposes in accordance

with all applicable Laws;

(15) Intentionally Omitted;

(16) Chattel Searches. UCC searches against Borrower

or other owner of the Mortgaged Property and advice from the

Title Insurer to the effect that searches of proper public

records disclose no leases of personalty or financing statements

filed or recorded against the Mortgaged Property, Borrower or

other owner of any Mortgaged Property;

(17) Intentionally Omitted; and

(18) Additional Documentation. Such other approvals,

opinions or documents as Lender may reasonably request

including, but not limited to, (i) a current certified rent roll

for the Mortgaged Property and tenant estoppel letters for all

Anchors, (ii) ground lessor estoppel certificates

<PAGE>

from the ground lessor with respect to the Branch Plaza Property

and the Methuen Shopping Center Property and (iii) current

financial statements of Guarantor showing a minimum net worth of

$100,000,000 (the "Net Worth Requirement") and a minimum

Unrestricted Cash and Cash Equivalents of $7,000,000 (the

"Liquidity Requirement").

Section 4.02. Conditions to Advances After the Initial Advance. In

addition to the Initial Advance, an amount of Loan proceeds (each such advance,

an "Additional Advance") shall be made available to Borrower subject to the

satisfaction of the following conditions:

(a) Subject to the limitations set forth in Section 2.04 and

Section 4.02(h) with respect to any Additional Advance), the amount of

each Additional Advance subsequent to the Initial Advance shall be in

the minimum amount of $100,000 (unless less than said amount is

available for disbursement pursuant to the terms hereof at the time of

such Additional Advance, in which case the amount of such subsequent

advance shall be equal to such remaining availability).

(b) All conditions of Section 4.01 shall have been and

remain satisfied as of the date of such advances;

(d) The representations and warranties made to

Administrative Agent and Lenders herein, in the other Loan Documents and

in any other document, certificate or statement executed or delivered to

Administrative Agent or Lenders in connection with the Loan shall be

true and correct on and as of the date of the advance with the same

effect as if made on such date (except for the updated rent roll);

(e) Lender shall have received a Requisition, and, if

required, a title continuation report;

(f) There shall have occurred no material adverse change in

the condition or value of the "Mortgaged Property", as defined in the

Mortgage;

(g) Mortgagor shall furnish Administrative Agent with a

statement, duly acknowledged, of the amount due whether for principal or

interest, on the Loan and whether any offsets, counterclaims or defenses

exist against the indebtedness secured hereby; and

(h) The aggregate outstanding proceeds of the Loan,

including the amount of the advance being requested, shall not exceed

the amount necessary to satisfy the Loan to Value Test and the DSC Test

for Additional Advances.

<PAGE>

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Borrower and Guarantor represent and warrant to Administrative Agent and

Lenders that:

Section 5.01. Due Formation, Power and Authority. If it, the mortgagor

or grantor under the Mortgage (if different from Borrower), Guarantor or any

general partner or member of any of them is a corporation, partnership, venture,

limited liability company or trust, each such entity is duly organized, validly

existing and in good standing under the Laws of the jurisdiction of its

formation, is qualified to do business (if required) and is in good standing in

the jurisdiction in which the Property is located, and has full power and

authority to consummate the transactions contemplated hereby and to execute,

deliver and perform this Agreement and any other Loan Document to which it is a

party.

Section 5.02. Legally Enforceable Agreements. Each Loan Document to

which Borrower or Guarantor is a party is a legal, valid and binding obligation

of such party, enforceable against Borrower or Guarantor, as the case may be, in

accordance with its terms, except to the extent that such enforcement may be

limited by applicable bankruptcy, insolvency and other similar Laws affecting

creditors' rights generally.

Section 5.03. Financial Statements. Financial Statements have been

heretofore delivered to Lenders which are true, correct and current in all

respects and which fairly present the respective financial conditions of the

subjects thereof as of the respective dates thereof; no material adverse change

has occurred in the financial conditions reflected therein since the respective

dates thereof and no borrowings (other than the Loan) which might give rise to a

lien or claim against the Mortgaged Property or proceeds of the Loan have been

made by Borrower or others since the dates thereof.

Section 5.04. Compliance With Laws; Payment of Taxes. Borrower and

Guarantor are in compliance with, and the transactions contemplated hereby and

by the other Loan Documents do not and will not violate any provision of, or

require any filing, registration, consent or approval under, any Law presently

in effect having applicability to Borrower or Guarantor; Borrower has filed all

tax returns (federal, state and local) required to be filed and has paid all

taxes, assessments and governmental charges and levies due and payable

(including those in respect of the Mortgaged Property), including interest and

penalties.

Section 5.05. Litigation. There are no actions, suits or proceedings

pending or threatened against or affecting it, Guarantor, the Mortgaged

Property, the validity or enforceability of the Mortgage or the priority of the

lien thereof at law, in equity or before or by any Governmental Authorities

except actions, suits or proceedings which have been disclosed to Administrative

Agent and Lenders in writing and which are fully covered by insurance or would,

if adversely determined, not substantially impair the ability of Borrower or

Guarantor to pay when due any amounts which may become

<PAGE>

payable under the Notes or Guaranty or to otherwise pay and perform their

respective obligations in connection with the Loan; to Borrower's knowledge,

neither it nor Guarantor is in default with respect to any order, writ,

injunction, decree or demand of any court or Governmental Authorities.

Section 5.06. No Conflicts or Defaults. The consummation of the

transactions contemplated hereby and the performance hereof and of the other

Loan Documents have not resulted and will not result in any breach of, or

constitute a default under, any mortgage, deed of trust, lease, bank loan or

credit agreement, corporate charter, by-laws, partnership agreement or other

instrument to which Borrower or Guarantor is a party or by which either of them

may be bound or affected.

Section 5.07. Solvency. Borrower and Guarantor are, and upon

consummation of the transactions contemplated by this Agreement, the other Loan

Documents and any other related documents, will be, solvent.

Section 5.08. Governmental Regulation. Borrower is not subject to

regulation under the Investment Company Act of 1940 or any Law limiting its

ability to incur indebtedness for money borrowed as contemplated hereby.

Section 5.09. Insurance. Borrower has in force, and has paid the

premiums in respect of, all of the insurance required by the Mortgage.

Section 5.10. ERISA. Neither Borrower nor Guarantor nor any other

Person, including any fiduciary, has engaged in any prohibited transaction (as

defined in Section 4975 of the Code or Section 406 of ERISA) which could subject

Borrower or Guarantor or any Person whom they have an obligation to indemnify to

any tax or penalty imposed under Section 4975 of the Code or Section 502 of

ERISA; neither Borrower nor Guarantor nor any ERISA Affiliate maintains,

contributes to or has any liability with respect to a Multiemployer Plan or any

other plan subject to Title IV of ERISA; each Employee Benefit Plan is

administered in accordance with its terms and in compliance with all applicable

Laws, including any reporting requirements; each Pension Plan intending to

qualify under Section 401(a) or 401(k) of the Code does so qualify; there is no

lien outstanding or security interest given in connection with a Pension Plan;

neither Borrower nor Guarantor nor any ERISA Affiliate has any liability with

respect to an accumulated funding deficiency (whether or not waived) under

Section 412 of the Code or Section 302 of ERISA; neither Borrower nor Guarantor

has any liability for retiree medical or death benefits (contingent or

otherwise) other than as required by Section 4980B of the Code; and no part of

the funds to be used by Borrower or Guarantor in satisfaction of their

respective obligations under this Agreement and the other Loan Documents

constitute "plan assets" of any "employee benefit plan" within the meaning of

ERISA or of any "plan" within the meaning of Section 4975(e)(1) of the Code, as

interpreted by the Internal Revenue Service and the United States Department of

Labor in rules, regulations, releases or bulletins or as interpreted under

applicable case law.

Section 5.11. Other Documents. The Major Leases and Premises Documents

are unmodified and in full force and effect, there are no defaults (or events

which with

<PAGE>

notice or the passage of time, or both, would constitute such a default) under

any thereof and all conditions to the effectiveness and continuing effectiveness

thereof required to be satisfied as of the date hereof have been satisfied.

Section 5.12. No Defaults. There exists no Default or Event of Default.

Section 5.13. Accuracy of Information; Full Disclosure. Neither this

Agreement nor any documents, financial statements, reports, notices, schedules,

certificates, statements or other writings furnished by or on behalf of Borrower

or Guarantor to Lender in connection with the negotiation of this Agreement or

the other Loan Documents or the consummation of the transactions contemplated

hereby, or required herein or by the other Loan Documents to be furnished by or

on behalf of Borrower or Guarantor, contains any untrue or misleading statement

of a material fact or omits a material fact necessary to make the statements

herein or therein not misleading; there is no fact which Borrower has not

disclosed to Administrative Agent and Lenders in writing which materially

affects adversely nor, so far as Borrower can now foresee, will materially

affect adversely any of the Mortgaged Property or the business affairs or

financial condition of Borrower or Guarantor, or the ability o

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