TABLE OF CONTENTS

					Page
SECTION 1.		DEFINITIONS			1
SECTION 2.		SHELF REGISTRATIONS			3
SECTION 3.		BLACK-OUT PERIODS			4
SECTION 4.		REGISTRATION PROCEDURES			4
SECTION 5.		INDEMNIFICATION			7
SECTION 6.		MARKET STAND-OFF AGREEMENT.			9
SECTION 7.		COVENANTS RELATING TO RULE 144			9
SECTION 8.		MISCELLANEOUS			9

REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of November 10, 2006, which will be effective upon the closing of the IPO (as defined below), is made and entered into by and among NY Credit Trust, a Maryland real estate investment trust (the Trust), and certain persons listed on Schedule 1 hereto (such persons, in their capacity as holders of Registrable Securities, the Holders, and each the Holder). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1 hereto.

WITNESSETH:

     WHEREAS, NY Credit Operating Partnership LP (formerly NY Credit Real Estate Fund I, L.P.), a Delaware limited partnership (NY Credit OP), and the Holders have entered into subscription agreements and/or partnership unit agreements, pursuant to which the Holders either (i) subscribed or (ii) exchanged or caused to be exchanged their partnership interests in, and other rights with respect to NY Credit OP, in each case for limited partnership units of NY Credit OP exchangeable, under certain circumstances, for common shares of beneficial interest, par value $0.01 per share, of the Trust (the Common Shares) on a one-for-one basis (such exchanged units in the aggregate, the Partnership Units); and

     WHEREAS, the Trust desires to enter into this Agreement with the Holders in order to grant the Holders the registration rights contained herein.

     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

     Affiliate shall mean, when used with reference to a specified Person, (i) any Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified Person; (ii) any Person who, from time to time, is a member of the Immediate Family of a specified Person; (iii) any Person who, from time to time, is an officer, director, trustee or manager of a specified Person; or (iv) any Person who, directly or indirectly, is the beneficial owner of 50% or more of any class of equity securities or other ownership interests of the specified Person, or of which the specified Person is directly or indirectly the owner of 50% or more of any class of equity securities or other ownership interests.

     Agreement shall mean this Registration Rights Agreement as originally executed and as amended, supplemented or restated from time to time.

     Board shall mean the Board of Trustees of the Trust.

     Business Day shall mean each day other than a Saturday, a Sunday or any other day on which banking institutions in the State of New York are authorized or obligated by law or executive order to be closed.

     Commission shall mean the Securities and Exchange Commission and any successor thereto.

     Common Shares shall mean the common shares of beneficial interest, par value $0.01 per share, of the Trust.

     Control (including the terms Controlling, Controlled by and under common Control with) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person through the ownership of Voting Power, by contract or otherwise.

     Exchange Act shall mean the Securities Exchange Act of 1934, as amended (or any corresponding provision of succeeding law) and the rules and regulations thereunder.