AFFIDAVIT

State of ____________ }
County of __________ }ss:

_________________________("Deponent") being duly sworn, deposes and says:

1. Deponent is the _______________________ of ______________________ ,
general partner of __________________________, a New York _________________ , the entity vested with the fee title to the land and buildings known as ______________ ___________________ , New York also identified on the tax map of the County of ___________ as tax lot ______ in Block _______ (the "Premises").

2. Deponent is familiar with the facts set forth herein and makes this Affidavit to induce the First American Title Insurance Company of New York to issue a policy of title insurance insuring _______________________ in a policy containing a non-imputation endorsement for the purposes of providing certain assurances under said Owner’s policy in order that the Companies would not deny liability under such policy by virtue of the imputation of knowledge by operation of law to ___________________________ from ---_______________________ as to defects in the title to the above fee interests in the Property prior to the date hereof;

3. ___________________________ has not executed any unrecorded deed, land contract, lease or assignment of lease, option to purchase or other agreement or instrument adversely affecting title to the above fee and leasehold interests in the Property, and it has not otherwise created any encumbrance or other adverse interest in and to said fee d interest, except in each case as disclosed or referred to herein or in title commitment
No. ___________ of First American issued with respect to the Property;

4. Deponent has no knowledge of any claims asserted by third parties against the above fee or leasehold interests in the Property which claims have not been satisfied, except as disclosed or referred to herein or in the above title reports;

5. Deponent has no knowledge of any material judgments, decrees or orders of any court or of any officer thereof for the payment of moneys against __________________, unsatisfied or not, in any of the courts or before any officer of the United States, or any suit or proceeding now pending anywhere, which in any case would materially adversely affect the fee interest of _____________________ . Deponent has no knowledge of any proceeding in bankruptcy or assignment for the benefit of creditors instituted or made by or against ____________________________ .

6. All contractors, subcontractors, mechanicsmen, materialmen and other persons that have performed work, furnished material or performed services at the Property on behalf of, or with the consent of _____________________ during the eight month*period prior to the date hereof have been paid;

7. ________________________ is financially solvent as of the date hereof.

8. Deponent acknowledges that he has read the forgoing and understands the legal aspects if any misrepresentation or untrue statement is made herein and that Deponent will indemnify and hold the Companies harmless against any liability occasioned by reason of its reliance on this Affidavit in the event of any misrepresentation or untrue statement contained herein.

___________________________

Sworn to before me this
______ day of _________ , 19 ___

_____________________
NOTARY PUBLIC

(* Eight Months for non-residential property in New York State)