SUBORDINATION

(a) As such terms are used in this Article _____

(i) The term "Mortgage" shall be deemed to mean any indebtedness (whether private or public), together with any note, mortgage, assignment of leases and rents (collateral or otherwise), security agreement, pledge, hypothecation, lease, deed, deed of trust, or any other instrument, document, or writing in any manner or respect evidencing or securing (or intended to evidence or secure), or creating or perfecting (or intended to create or perfect) a security interest in order to secure, any such indebtedness.

(ii) The term "Governmental Instrumentality" shall be deemed to mean any government, municipality, legislature, official (elected or otherwise), agency (independent or otherwise), court, board, department, bureau, commission, committee, panel, administration, association, authority, instrumentality, or other person, corporation, or body of, or deriving any authority (regulatory or otherwise) from, the Federal, State, or local government (or any subdivision of any of the foregoing) and now, or at any time in the future, having any right, power, jurisdiction, or authority to affect the Mortgaged Premises or any portion thereof or to pass upon, regulate, or otherwise affect the ownership, disposition, sale, subdivision, consolidation, development, improvement, management and/or operation of all or any portion of the same. For purposes of illustration only, and without intention to limit the generality of the foregoing definition in any respect, the term "Governmental Instrumentality" shall be deemed to include any so-called "quasi-governmental agency", The City of New York, The State of New York, the Federal Housing Administration, the United States Army Corps of Engineers, the Environmental Protection Agencies of the United States, the State of New York and the City of New York, the Department of City Planning of the City of New York, the New York City Planning Commission, any Community Planning Board, the Metropolitan Transportation Authority, the New York State Urban Development Corporation, the Real Estate Financing Bureau of the Department of Law of the State of New York and any successor to any of the foregoing.

(iii) The term "Institutional Mortgagee" shall be deemed to mean:

(A) any commercial bank, trust company (whether in individual or in trust capacity), savings bank, savings and loan association, insurance company, pension or retirement fund (whether for the benefit of union employees or members, public employees, or otherwise), registered securities broker-dealer licenced by the National Association of Securities Dealers (or any successor organization thereto), Governmental Instrumentality or public benefit corporation;

(B) any person, corporation, or entity whose ability, at the time in question, to make mortgage loans shall be limited, restricted, or otherwise governed by law;

(C) any person, corporation, or entity who shall be considered, from time to time in the custom of the real estate financing industry, such a lender or mortgagee;

(D) any corporation or entity that shall, at the time in question, be a parent, subsidiary, or affiliate of any of the foregoing; and/or

(E) any person, corporation or other entity that shall, at the time in question, be a nominee, agent, or designee of any of the foregoing.

Any person, corporation, or other entity (including, without limitation, any Governmental Instrumentality or public benefit corporation) who shall meet any of the criteria set forth in subdivision (A), (B), (C), (D), or (E) above shall be deemed to be an "institutional Mortgagee", regardless of whether such person, corporation, or other entity shall also qualify, or not qualify, under one or more of the other subdivisions above, it being the intention of the parties that the criteria set forth in each such subdivision shall be independent of the criteria set forth in all of the other such subdivisions and shall, in no manner or respect, delimit, or be referred to or used for purposes of interpreting or construing, the scope of such other subdivisions.

(iv) The term "Institutional Mortgage" shall be deemed to mean any Mortgage that is, that shall at any time have been, that shall be derived from, or that shall have arisen out of, a Mortgage:

(A) held, underwritten, insured, or serviced by an Institutional Mortgagee, whether for its own account or as the nominee, agent, or designee of a person, corporation, or other entity (regardless of whether such person, corporation, or other entity shall or shall not be an Institutional Mortgagee);

(B) placed and/or funded (in whole or in part) in connection with, or as a part of, any bond issue offered, floated, or sold by, or on behalf of, any Governmental Instrumentality or public benefit corporation; and/or

(C) placed and/or funded (in whole or in part) in connection with, or as a part of, any public or private offering of securities that shall be registered with any Governmental Instrumentality.

For purposes of this subparagraph (iv), an offering of securities (public or private) as to which any Governmental Instrumentality (including, without limitation, the Department of Law of the State of New York or any successor department of the State of New York) has issued a so-called "no action" or similar letter shall be deemed to be a "registered" offering of securities. Additionally, any Mortgage that shall meet any of the criteria set forth in subdivision (A), (B), or (C) above shall be deemed to be an "Institutional Mortgage", regardless of whether such Mortgage shall also qualify, or not qualify, under one or both of the other subdivisions above, it being the intention of the parties that the criteria set forth in each such subdivision shall be independent of the criteria set forth in all of the other such subdivisions and shall, in no manner or respect, delimit, or be referred to or used for purposes of interpreting or construing, the scope of such other subdivisions.

(v) The term "Superior Instrument" shall be deemed to mean:

(A) any Institutional Mortgage executed, delivered, placed of record and/or filed with respect to all or any portion of the Mortgaged Premises, together with any and all other instruments, documents and writings executed, delivered, placed of record, and/or filed in connection with any such Institutional Mortgage (whether as additional collateral therefor or otherwise);

(B) any offering plan prepared, delivered, placed of record and/or filed to establish cooperative or condominium ownership of all or any portion of the Mortgaged Premises, or to convert all or any portion of the same to cooperative or condominium ownership, together with any and all contracts, subscription agreements, powers of attorney, declarations (whether establishing condominium ownership or otherwise), instruments, documents and/or writings prepared, executed, delivered, placed of record and/or filed under, pursuant to, or in connection with any such offering plan;

(C) any instrument, document and/or writing with respect to which any Institutional Mortgage encumbering all or any portion of the Mortgaged Premises, and/or the rights and obligations of the holder of the same, shall be subject or subordinate, regardless of whether by the terms of such Institutional Mortgage or by the agreement or consent of the holder of the same; and/or

(D) any instrument, document and/or writing (other than a Mortgage) that shall be executed, delivered, placed of record and/or filed in connection with, relating to, or affecting the Mortgaged Premises, any portion thereof, or the ownership, disposition, sale, subdivision, consolidation, development, improvement, management and/or operation of all or any portion of the same, including, for purposes of illustration only and without intention to limit the generality of the foregoing in any respect:

(E) any instrument, document and/or writing that shall be requested or required (directly or indirectly) to be executed, delivered, placed of record and/or filed by any Governmental Instrumentality or by any private or public company that shall supply, or that, in the future, is intended or contemplated to supply, any utility or other similar service to the Mortgaged Premises or any portion thereof; and

(F) any instrument, document and/or writing with respect to which any Governmental Instrumentality shall be a signatory (regardless of whether as a party or as consenting thereto).

For purposes of this subparagraph (v), the phrase "instrument, document and/or writing" shall be deemed to include, but shall not be limited to, any and all covenants, restrictions, easements (both reciprocal or otherwise), cross-operating and other agreements (whether similar or dissimilar), declarations (zoning, building, condominium and otherwise), waivers, air rights agreements and declarations (whether in favor of all or any portion of the Mortgaged Premises or of adjoining or other lands), deeds, leases (whether of land alone, buildings alone, or land and buildings), surrenders and terminations of leases, mapping agreements, demapping agreements, grants and waivers of rights of way and undertakings, assumptions, grants, or waivers of any other obligations, rights, burdens, or benefits (whether similar or dissimilar to any of the foregoing) in, to, affecting, in favor of, benefiting and/or burdening the Mortgaged Premises or any portion thereof (including, without limitation, with respect to subsurface and air rights). Any Institutional Mortgage, offering plan, contract, subscription agreement, power of attorney, declaration, instrument, document, or writing that shall meet any of the criteria set forth in subdivision (A), (B), (C), or (D) above shall be deemed to be a "Superior Instrument", regardless of whether the same shall also qualify, or not qualify, under one or more of the other subdivisions above, it being the intention of the parties that the criteria set forth in each such subdivision shall be independent of the criteria set forth in all of the other such subdivisions and shall in no manner or respect delimit, or be referred to or used for purposes of interpreting or construing, the scope of such other subdivisions.

(b) This mortgage, the lien created hereby and the rights of the Mortgagee hereunder, are and shall be subject and subordinate in all respects to:

(i) the lien of, as well as any terms, covenants, conditions and agreements contained in, any and all Superior Instruments (including, without limitation, any and all Institutional Mortgages) now or hereafter existing, whether or not any or all of such Superior Instruments shall also cover lands and/or buildings other than the Mortgaged Premises and/or the improvements from time to time constructed thereon, together with all renewals, extensions, amendments, modifications and replacements of any and all of the same; and

(ii) each and every advance made or hereafter to be made under any and all Institutional Mortgages, to all payments of interest and amortization due thereunder, to any contingent interest or other similar payment that may be or become due under the same, to any so-called "equity kicker", participation in profits, or other proprietary interest granted under any of the same (whether present or contingent) and to any renewals, extensions, amendments, modifications, replacements, recastings, splittings, spreaders and consolidations (whether with another Institutional Mortgage or otherwise) of any Institutional Mortgages.

(c) The subordination, waiver and all other rights provided for in, or granted by, this Article ____ shall be self-operative, and no further instrument of subordination shall be required. Should the Mortgagor, the holder of any Superior Instrument, or any other person or entity so desire, the Mortgagee shall, in confirmation of such subordination, promptly execute, acknowledge and deliver any instrument that the Mortgagor, the holder of any Superior Instrument, or any other person or entity may reasonably request to evidence such subordination. However, the failure or refusal of the Mortgagee to execute, acknowledge and deliver any instrument confirming such automatic subordination shall, in no respect, affect the self-operative nature of paragraph (b) of this Article ______. The Mortgagee hereby appoints the Mortgagor as the Mortgagee's attorney in fact to execute, acknowledge and deliver any such instrument in the name of the Mortgagee or in the name of the Mortgagor, as the Mortgagor shall elect, in the event that the Mortgagee shall fail or refuse to execute, acknowledge, or deliver any such instrument confirming such subordination. The Mortgagee acknowledges that the foregoing appointment of the Mortgagor as the Mortgagee's attorney-in-fact is, and shall be conclusively deemed to be, irrevocable and coupled with an interest.