INTERCREDITOR AGREEMENT

This Intercreditor Agreement (the "Agreement") is executed to be effective __________ , 19___ by and between ___________________ with an address at ____________________ , New York, New York ("First Lender"), and __________________ with an address at ____________ ____________ ("Second Lender").

WHEREAS, _______________________ (the "Borrower"), a Delaware limited liability company executed a promissory note (the "Note"), dated ____________ , payable to the order of First Lender in the original principal amount of $___________ , bearing interest and being payable as provided therein, which Note evidences the $___________ loan made from First Lender to Borrower (the "Superior Loan"); and

WHEREAS, the Note is secured by (I) the first lien of that certain Mortgage, Assignment of Rents and Security Agreement (the "Mortgage"), dated _____________ , executed by Mortgagor in favor of First Lender, to be recorded in New York County, New York (the "County"), covering a certain tract of land owned by Mortgagor situated in the County and more particularly described in Exhibit A attached hereto (the "Property") and (ii) the first lien of that certain Assignment of Leases and Rents (the "Assignment of Leases and Rents") dated _________ executed by Mortgagor in favor of First Lender and recorded in the County (the liens of the Mortgage, the Assignment of Leases and Rents and any other lien or security interest securing the Note, and any surety instrument and guaranty securing the Note, are collectively referred to herein as the "Superior Liens"; and all of the loan and security documents executed in connection with the Superior Loan are collectively referred to herein as the "Superior Loan Documents"); and

WHEREAS, the Borrower also executed a second promissory note (the "Second Note") dated _________ , payable to Second Lender in the original principal amount of $__________ bearing interest and being payable as provided therein, which Second Note evidences the $_________ loan made from Second Lender to Borrower (the "Subordinate Loan"); and

WHEREAS, the Second Note is secured by the lien of that certain Purchase Money Mortgage and Security Agreement (the "Second Mortgage"), dated ___________ , executed by Mortgagor in favor of Second Lender and recorded in the County, covering the Property, (the lien of the Second Mortgage is referred to herein as the "Subordinate Lien"; and all of the loan and security documents executed in connection with the Subordinate Loan are collectively referred to herein as the "Subordinate Loan Documents"); and

WHEREAS, in connection with the execution and delivery of the Superior Loan Documents and the Subordinate Loan Documents, First Lender and Second Lender desire to set forth certain rights and obligations between each of them in respect of the Superior Loan and the Subordinate Loan.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Second Lender hereby acknowledges that the Subordinate Mortgage and the other Subordinate Loan Documents are unconditionally subject and subordinate to, and shall continue to be unconditionally subject and subordinate to, (a) the lien and security interests of the Mortgage and the Superior Loan Documents, ~) any extensions or renewals thereof, (c) any modifications consented to by First Lender, and (d) any increases in (I) interest, or (ii) principal, if such increases are made pursuant to the terms of the Superior Loan Documents. Second Lender further agrees that any such extensions, renewals, modifications or increases in the Superior Loan Documents shall be deemed to have been made at the execution and recording of the Superior Loan Documents.

2. Second Lender agrees that it shall immediately notify First Lender (or First Lender's successor) in writing of any default by Borrower under the Subordinate Loan Documents, and shall deliver promptly to First Lender copies of all notices and correspondence delivered to Borrower in connection with the Subordinate Loan Documents.

3. First Lender agrees that it shall immediately notify Second Lender in writing of any default by Borrower under the Superior Loan Documents, and shall deliver properly to Second Lender copies of all notices and correspondence delivered to Borrower in connection with the Superior Loan Documents.

4. Second Lender agrees that it shall not modify or amend, without First Lender's prior written consent, the Subordinate Loan Documents and Second Lender shall deliver to First Lender a copy of any and all material amendments, modifications, extensions or restatements of any of the material Subordinate Loan Documents. Notwithstanding the foregoing sentence, First Lender agrees that Second Lender may modify or amend the Subordinate Loan Documents to decrease the debt service under the Subordinate Loan Documents without the consent of First Lender.

5. Second Lender agrees that First Lender shall have the right, but not the obligation, to cure any default of the Borrower under any of the Subordinate Loan Documents upon thirty (30) days prior written notice to First Lender that the Borrower is in default under the Subordinate Loan Documents.

6. First Lender agrees that Second Lender shall have the right, but not the obligation, to cure any default of the Borrower under any Superior Loan Documents upon thirty (30) days prior written notice to Second Lender that the Borrower is in default under the Superior Loan Documents.

7. If a new lender provides refinancing to Borrower, for a term of ___ years or longer, to pay off the Superior Loan (the "New Loan"), Second Lender agrees that its Second Mortgage shall remain subordinate to the liens of the Senior Mortgage and Superior Loan Documents, but said subordination shall be limited to the outstanding amount due under the Mortgage or Superior Loan Documents. The Second Mortgage shall not be subordination with respect to any additional finding from the New Loan made in excess of the amount due for the satisfaction of the Superior Loan.

8. If an application shall be made for an appointment of a receiver and such receiver is appointed, Second Lender hereby agrees that it shall not object to the application of all rents, issues and profits received by such receiver to the payment of the Superior Loan ahead of the Subordinate Loan.

9. In the event of a condemnation which results in a payment by the condemning body for any portion of the project, or, in the event any proceeds are received from any casualty loss covered by insurance, such condemnation proceeds or casualty loss proceeds shall be paid only to First Lender (or the Borrower as allowed under the Superior Loan Documents), and only upon the full satisfaction of the Superior Loan shall the Second Lender receive payment from any such proceeds.

10. Second Lender agrees that it shall inscribe on the Second Note, on the date hereof or promptly hereafter, a legend conspicuously indicating that payment thereof is subordinated to the claims of First Lender under the Superior Loan Documents pursuant to the terms of this Agreement, and a copy of the Second Note with the legend will be delivered to First Lender shortly thereafter.

11. In the event there is a default under the Mortgage or any of the Superior Loan Documents which results in a foreclosure action under the Mortgage by First Lender against the Property, First Lender agrees, unless required otherwise by applicable law, not to terminate the Subordinate Lien in such foreclosure action. During the period of time that First Lender owns the Property encumbered by the lien of the Second Mortgage the Second Lender agrees, notwithstanding anything to the contrary in the Second Mortgage, that:

a. it will not enforce any covenant by Borrower under the Second Mortgage to escrow with the Second Lender any taxes, assessments or insurance amounts due in respect of the Property;

b. it will not exercise any of its remedies under the Second Mortgage for any accrued and unpaid fees and expenses (including attorney's fees) incurred by the Second Lender with respect to a breach or default by Borrower under the Second Mortgage or under any of the Subordinate Loan Documents; and

c. the proceeds of any insurance paid on account of damage or destruction to the Property shall be paid over to the First Lender, unless there is a monetary default under the Second Mortgage occurring after the foreclosure, then such proceeds shall be paid over to Second Lender to be applied in accordance with the Second Mortgage.

12. First Lender and Second Lender agree that this Agreement shall terminate and be of no further effect on the earlier to occur of: (a) a sale pursuant to a foreclosure under the Superior Loan Documents where the Property is sold to an unrelated third party, provided the Property is sold subject to the lien of the Subordinate Documents, (b) a sale pursuant to a foreclosure under the Subordinate Loan Documents, (c) repayment in full of either the Superior Loan or the Subordinate Loan, (d) upon the sale of the Property pursuant to Paragraph 13 below, or (e) the expiration of the six-month Period (as defined in Paragraph 13(c) below).

13. If by foreclosure, or a deed in lieu of foreclosure, or another similar action, First Lender (or its purchaser at foreclosure) or an affiliate thereof, becomes the owner of the Property, encumbered by the lien of the Second Mortgage, First Lender and Second Lender agree that the Property may be sold by First Lender (or its purchaser at foreclosure) as follows:

a. the Property may be marketed for sale at its "Fair Market Value" (which value shall be determined in accordance with Annex A attached hereto) by a competent broker (or brokers) selected in accordance with the terms of Annex B;

b. in the event that (i) there is a purchaser to buy the Property for a purchase price of an amount equal to or greater than ____ % of the Fair Market Value, or (ii) if there is an offer for less than ____ % of the Fair Market Value which is consented to by Second Lender, or (iii) if the purchaser is willing to purchase the Property encumbered by the lien of the Subordinate Loan, First Lender shall have the right to sell the Property for the amount of the purchase price offered by such purchaser (the "Purchase Price"). The Purchase Price (after deducing all of the closing costs, including reasonable attorney's fees and broker's fees) shall be paid as follows:

(1) to First Lender in the amount that was due and outstanding under the Superior Loan through the date of foreclosure of the Property or the transfer of the Property to First Lender, including, but not limited to, all accrued and unpaid interest, protective payments (e.g., tax payments), foreclosure costs (or similar expenses), attorney's fees and expenses (the "Unpaid Superior Lean Amount");

(2) any remaining sums to Second Lender (provided the sale of the Property is not made subject to the Subordinate Lien), in an amount up to the amount that is due and outstanding under the Subordinate Loan, including accrued and unpaid interest (the "Unpaid Subordinate Loan Amount"); Third, the remaining amount (if any) shall be paid in full to First Lender. At the closing, even if the sums paid to the Second Lender are insufficient to pay in full the Unpaid Subordinate Loan Amount, the Second Lender shall deliver a satisfaction of the Second Mortgage and such other documents reasonably necessary to extinguish any liens against the Property created by the Subordinate Loan Documents;

c. in the event there is an offer from a purchaser for an amount which is less than ___% of the Fair Market Value (a "Consent Required Offer"), First Lender agrees that it shall not sell the Property, in connection with such Consent Required Offer unless (i) Second Lender notifies First Lender in writing of its consent to such sale, which notice shall be given within five (5) business days after the notice from First Lender of the offer or (ii) the outstanding amount due under the Subordinate Loan Documents are paid to be in full at the closing or (iii) the purchaser agrees to purchase the Property subject to the lien of the Second Mortgage. If pursuant to the above subparagraph 13(c)(i), Second Lender rejects the Consent Required Offer, the Property shall continue to be marketed until there is an offer and a closing in conformance with this Section occurs; provided, however, if a closing on the sale of the Property does not occur within six (6) months from the date of the notice by First Lender of the Consent Required Offer (the "six-month Period"), Second Lender agrees that it shall pay (in cash) to First Lender on the date which is no later than the last day of the Six-Month Period, the Unpaid Superior Loan Amount and upon such receipt of the Unpaid Superior Loan Amount by First Lender, First Lender will convey the Property to Second Lender. If the Second Lender fails to pay the Unpaid Superior Loan Amount by the expiration of the Six-Month Period, the liens of the Subordinate Loan Documents and this Agreement shall automatically terminate and Second Lender shall immediately deliver to First Lender executed release of lien documents for the Subordinated Loan Documents.

d. Second Lender agrees that if Second Lender rejects the Consent Required Offer, the debt service under the Subordinate Loan Documents shall continue to accrue (without late charge or a default interest) under the Subordinate Loan Documents, but Second Lender will not exercise any of its rights or remedies under the Second Mortgage or any other of the other Subordinate Loan Documents from the projected closing date stated in the Consent Required Offer (including the enforcement of an assignment of rents, or a foreclosure action) if any debt payments or other charges due under the Subordinate Loan Documents are not paid (it being understood by First Lender and Second Lender that from the projected closing date of the Consent Required Offer no debt-service (including principal and interest) payments will be made under the Subordinate Loan Documents, and Second Lender agrees to "stand still" and not pursue any of its remedies against the Property for such payments until the Property is sold or First Lender is paid the Unpaid Superior Loan Amount);

e. all offers for the purchase of the Property shall be made in writing and shall specify the purchase price, the financing conditions (if any) and the closing date;

f. Second Lender agrees that in the event there is a sale of the Property which results in a payment to Second Lender for an amount less than the outstanding amounts due under the Subordinate Loan Documents, Second Lender agrees that it may pursue its rights to recover any applicable deficiency only against the Borrower and not against First Lender.

14. Nothing contained in this Agreement shall be construed or interpreted to mean that First Lender is assuming any of the obligations and/or liabilities under the Subordinate Loan Documents.

15. All notices or other communications required or permitted under this Agreement shall be in writing, and shall be deemed to be delivered when actually received, or, if earlier and regardless of whether actually received, upon deposit in a regularly maintained receptacle for the United States mail, registered or certified, postage fully prepaid, addressed to the addressee at its address set forth below or at such other address as such party may have specified therefore by notice delivered in accordance with this Section and actually received by the addressee:

[Insert Notice Parties and Addresses]

16. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

17. This Agreement shall be binding upon and inure to the benefit of First Lender including, but not limited to, any subsequent holders and owners of the Superior Loan, and to Second Lender.

18. This Agreement may be executed in several counterparts and, as so executed, shall constitute one agreement binding upon all of the parties hereto.

EXECUTED on the respective dates specified below, to be effective as of the date first above written.

FIRST LENDER:

SECOND LENDER:

ANNEX A

FAIR MARKET VALUE

A. 1 "Fair Market Value" means either (a) the value of the Property agreed to by the First Lender and the Second Lender, which is to be specified in a written agreement within five days after either sends the other a written demand for a determination of the "Fair Market Value" of the Property (a "Demand for Valuation"), or (1,) if the parties to this Agreement do not execute such a written agreement within such five-'lay period agreeing on the Fair Market Value within such five-day period, then the value determined by an appraiser which shall be selected as set forth in Annex A.2 to this Agreement.

A.2 First Lender shall select (and notify Second Lender of the selection and identity of) three appraisers within ten (10) days after the Demand for Valuation. Each appraiser must be a New York State certified appraiser with at least five (5) years experience in the business of approving property in Manhattan similar to the Property, and each appraiser shall be disinterested and not an affiliate of either party. Within fifteen (15) days after the Demand for Valuation, Second Lender shall notify (in writing) the First Lender of the appraiser he selects to determine the "Fair Market Value of the Property. The appraiser selected by Second Lender shall, within thirty (30) days from the Demand of Valuation, report its approval in writing to First Lender and Second Lender, and the Fair Market Value shall be the amount set forth in such report. If the Second Lender does not select the appraiser within such fifteen-day period then First Lender shall select such appraiser.

A.3 The appraisal must be made on an all-cash sale basis without reduction for any lien or encumbrance against the Property. The fees and expenses of the appraiser shall be shared between First Lender and Second Lender.

ANNEX B

SELECTION OF BROKER

B. I First Lender shall select and identify any brokers it desires to sell and market the Property, and determine (in its sole discretion) whether or not it will give an exclusive listing to any broker. The broker(s) must be a New York State licensed broker with at least ten (10) years experience as a New York broker working with property located in the vicinity of Manhattan similar to the Property, and such broker(s) shall be disinterested and not an affiliate of either party. First Lender shall notify Second Lender, in writing, of the broker(s) marketing the Property and the terms of the broker agreement. If Second Lender rejects a Consent Required Offer, Second Lender shall have the right to require First Lender to list the Property for sale with a broker selected by Second Lender; provided, however, if there is an exclusive broker agreement in effect for the Property, First Lender will not be required to hire the Second Lender's broker until the exclusive broker agreement expires.