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EXHIBIT
10.4.10
PLEDGE
AND SECURITY AGREEMENT
THIS AGREEMENT made as of the 31 st
day of October 2006, by and between Allan Tubin, having an
address at 142 Windsor Road
(hereinafter the “Pledgor”), and FIRST REAL ESTATE INVESTMENT
TRUST of NEW JERSEY , its successors and/or assigns, having
an office located at 505 Main Street, Hackensack, New Jersey 07601
(hereinafter the “FREIT” or
“Pledgee”).
W I T N E S S E T H :
WHEREAS , Pledgor is indebted to FREIT in the principal
amount of $80,603.21 together with all interest thereon,
represented by a Promissory Note of even date herewith (the
“Note”); and
WHEREAS , FREIT is the Managing Member (the “Managing
Member”) with a 70% ownership interest in Damascus Centre,
LLC, a New Jersey limited liability company
pursuant to an Operating Agreement dated June 1, 2003(the
“Operating Agreement”); and
WHEREAS , Damascus 100, LLC a Limited Member (the
“Limited Member”) with a 30% ownership interest in
Damascus Centre, LLC; and
WHEREAS , Pledgor is a Member of Damascus 100, LLC;
and
WHEREAS , as a condition precedent to making the loan
evidenced by the Note and in order to secure payment of the
Obligations, as hereinafter defined, FREIT requires that the
Pledgor enter into and execute this Pledge and Security Agreement
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration
of the mutual promises set forth herein and other good and valuable
consideration, the parties hereto agree as follows:
1.
As security for (i) the prompt and complete payment when
due of the Note, and for any and all liabilities that Pledgor
now or in the future
may have to FREIT pursuant to the Note, and (ii) the prompt
and complete payment when due of all obligations contained in
this Agreement (the obligations described in subparagraphs (i)
and (ii) herein are referred to collectively as the
“Obligations”), the Pledgor hereby pledges,
assigns, transfers and grants to
FREIT
a security interest in all of Pledgor’s Membership
Interest in the Damascus 100, LLC, including, but not limited
to, Pledgor’s and his successor’s
assignee’s, legal representative’s, heir’s
and legatee’s rights to receive refinancing proceeds,
distributions and other cash flow, from Damascus 100, LLC
(collectively, the “Collateral”). The
assignment hereunder is intended to be and shall constitute an
unconditional, absolute and present assignment to FREIT of all
of Pledgor’s right, title and interest in and to the
Collateral (subject to the terms and conditions
hereof). FREIT agrees that any proceeds from
Collateral shall be applied first to the Obligations
outstanding and after payment in full of such Obligations
outstanding under the Note, the balance shall be paid to
Pledgor.
2.
The Pledgor hereby agrees that none of the following
events, either alone or together, shall affect FREIT's
interest in the
Collateral:
(a) &
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