MODIFICATION OF MORTGAGE AND
MORTGAGE SEVERANCE AGREEMENT

This AGREEMENT, made as of this _____ day of _________ , 19___ , between BANK , having an office at New York, New York ("Mortgagee") and ASSOCIATES, a New York General Partnership, having an office clo Street, New York, New York ("Mortgagor").

WHEREAS, Mortgagor is the owner of the property described in Schedule A attached hereto (the "Premises");

WHEREAS, Mortgagee is the holder of consolidated mortgages and notes secured thereby made by Mortgagor to Mortgagee in the consolidated original principal amount of $______________ as described on Schedule B annexed hereto (hereinafter referred to as "The Mortgage" and "Note" respectively) upon which there is now due and owing $____________ ;

WHEREAS, the parties desire to modify the Mortgage to provide that the Mortgage and liens created thereby may be split into three (3) separate mortgages and three (3) separate mortgage liens;

WHEREAS, Mortgagor and Mortgagee desire to sever and split the indebtedness evidenced by the Note into the amounts of $________ , $________ and $_________ and desire to sever and split the lien of The Mortgage into separate and distinct mortgages securing such separate notes;

WHEREAS, The Mortgage is intended to be severed and split hereby into the lien of The Mortgage securing the principal amount of $_________ , and two separate substitute liens in the respective amounts of $_________ and $_________ ;

NOW, THEREFORE, in consideration of the premises and One Dollar ($1.00) and other good and valuable consideration paid by each of the parties hereto to the other, the receipt and sufficiency of which is hereby acknowledged, the Mortgagor and Mortgagee hereby agree as follows:

1. The Mortgage is hereby amended by adding the following new paragraph:

By Agreement between Mortgagor and Mortgagee made at any time following the date of this Mortgage, Mortgagor and Mortgagee may provide that The Mortgage may be severed and split into three or more separate liens in such individual amounts as Mortgagor and Mortgagee may agree, each of which portion shall secure a portion of the then outstanding principal indebtedness. The aggregate of the principal amount of all such portions shall, in no event, however, exceed the principal balance of The Mortgage and will not secure any new or additional indebtedness.

2. From and after the date hereof, The Note shall be and hereby is, severed into three portions as follows:

(a) a principal indebtedness of $_________ evidenced by Substitute Note No. 1 which is being executed and delivered by Mortgagor to Mortgagee simultaneously herewith; and

(b) a principal indebtedness of $_________ evidenced by Substitute Note No. 2 which is being executed and delivered by Mortgagor to Mortgagee simultaneously herewith;

(c) a principal indebtedness of $__________ which continue to be evidenced by The Note;

Substitute Note No. 1 and Substitute Note No. 2 (collectively "Substitute Notes") are being executed and delivered simultaneously herewith in substitution for and to supersede part of The Note. The principal indebtedness of $__________ evidenced by Substitute Note No. 1, and the principal indebtedness of $________ evidenced by Substitute Note No. 2 and the remaining principal indebtedness of $_________ evidenced by The Note, respectively, constitute in the aggregate the same outstanding principal indebtedness evidenced by The Note and secured by The Mortgage and do not create or secure any new or further indebtedness.

3. From and after the date hereof, The Mortgage, which is in the original principal amount of $__________ shall be, and hereby is, severed into three portions as follows:

(a) a mortgage in the principal amount of $_________ herein designated as Substitute Mortgage No. 1, which is being executed and delivered by Mortgagor to Mortgagee simultaneously herewith in order to secure the indebtedness evidenced by Substitute Note No. 1 in like amount;

(b) a mortgage in the principal amount of $_________ herein designated as Substitute Mortgage No. 2, which is being executed and delivered by Mortgagor to Mortgagee simultaneously herewith in order to secure the indebtedness evidenced by Substitute Note No. 2 in like amount; and

(c) The lien of The Mortgage in the reduced principal amount of $___________ which shall continue to secure the indebtedness evidenced by The Note as reduced.

4. The Mortgages set forth in paragraph number "3" hereof are intended to secure the same outstanding principal indebtedness evidenced by The Note and secured by The Mortgage prior to severance herein, and are not intended to create or secure any new or further indebtedness, and shall be recorded in the Office of the Register/Clerk, ________ County, immediately following the recording of this Agreement.

5. Nothing contained in this Agreement shall be deemed to extinguish or increase the indebtedness evidenced by The Note prior to the severance herein which was secured by The Mortgage prior to such severance.

6. The Mortgagor represents that there are no present defenses, offsets or counterclaims with respect to the Substitute Mortgages and Substitute Notes or The Mortgage or The Note as severed and reduced.

IN WITNESS WHEREOF, this instrument has been duly executed by the Mortgagor and the Mortgagee.