MORTGAGE MODIFICATION AND SPREADER AGREEMENT

AGREEMENT made this ___ day of ___________ , 19____ among
_________________ , a New York limited partnership (the "Mortgagor"),
__________________, a New York limited partnership (the "Fee Owner") both having an address c/o _________________________ , New York, New York and ______________ , New York, New York (the "Mortgagee").

PRELIMINARY STATEMENT

The Mortgagee is now the lawful owner ad holder of the mortgages described in Exhibit A hereto (collectively the "Mortgages") and the notes secured by the Mortgages (collectively the "Notes").

The Mortgagor is the owner of the leasehold estate described in Schedule A hereto.

The Fee Owner is the owner of the fee estate in the premises presently encumbered by the lien of the Mortgages. The Mortgagor, the Fee Owner and the Mortgagee have agreed to spread the lien of the Mortgages and to modify the terms thereof in the manner hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual agreements herein expressed, the parties hereto covenant (a) The lien of each of the Mortgages is spread to encumber the leasehold estate and the fee estate of the Mortgagor in the premises described in Schedule A hereto upon the same terms and conditions as set forth in the Mortgages as though said property was originally described in and made a part of the Mortgages and included in the definition of the term "Premises" and the Mortgagor had originally been included in the definition of the term "Mortgagor" thereunder, it being the intention of the Mortgagor hereby to subject its interest in said premises to the lien of the Mortgages to further secure the Fee Owner's obligations under the Notes and Mortgages;

(b) The Fee Owner agrees that it will pay the indebtedness secured by the Mortgages and interest thereon at the rate of interest and on the terms provided for the payment of principal and interest in the Notes;

(c) The Fee Owner warrants and represents that there are no defenses, offsets or counterclaims with respect to the Notes or the Mortgages as spread hereby;

(d) The Mortgagor agrees to be subject to all of the terms and provisions of the Mortgages;

(e) The Mortgagor and the Fee Owner certify that this Agreement secures the same indebtedness evidenced by the Notes and secured by the Mortgages and does not create or secure any new or further indebtedness; and

(f) The exculpation provisions of each of the Mortgages shall apply to the Mortgagor with the same force and effect as to the Fee Owner.

IN WITNESS WHEREOF,

[Add Signature Blocks, Acknowledgments and Exhibits]