SUBORDINATION NON-DISTURBANCE AND ATTORNMENT AGREEMENT

RECITALS

This SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT ("Agreement") is entered into as of this _____ day of __________ , 19____, by and among _________________ ("Tenant"), __________________ ("Lender") and _________________ ("Landlord").

A. Pursuant to a lease dated ____________ (the "Lease") between Landlord and Tenant, Tenant is a tenant of a certain building (the "Building") on that certain real property described on Exhibit A annexed hereto located in the City of New York, State of New York (the "Land"). Borrower's interest in the Building and the Land shall be referred to herein as "Property").

B. Lender intends to make a Loan to Landlord in the amount of $_____________ with interest thereon, evidenced by a certain Promissory Note secured by a Mortgage, Assignment of Leases and Security Agreement (the "Mortgage") constituting a valid lien upon the Property, and secured by an Assignment of Landlord's interest in the Lease as more particularly set forth in a certain Assignment of Leases and Rents.

C. As a condition precedent to obtaining the Loan, Lender has required that Landlord and Tenant make certain agreements with Lender with respect to the Lease.

NOW, THEREFORE, in consideration of the foregoing facts and mutual covenants contained herein, the parties hereto do hereby agree as follows:

1. Assignment: Tenant hereby acknowledges and agrees that it has notice that the Lease and the rent and all other sums due thereunder have been assigned or are to be assigned to Lender as security for the obligations secured by the Mortgage and agrees to such assignment, In the event lender forwards written notice to Tenants of the occurrence of an Event of Default under the Mortgage and demands that Tenant pay its sums due under the Lease directly to Lender, Tenant shall honor such demand and pay such sums due under the Lease directly to Lender or as otherwise directed pursuant to such notice. In complying with these provisions, Tenant shall be entitled to rely solely upon the notices given by Lender and Landlord hereby permits said direct payments to be made and further agrees to indemnify and hold Tenant harmless from and against any and all loss, claim, damage or liability arising out of Tenants compliance with such notice. Tenant shall be entitled to full credit under the Lease for any rents paid to Lender in accordance with the provisions of this Paragraph to the same extent as if such rents were paid directly to Landlord.

2. Subordination. Subject to the terms hereof and by its execution hereof Tenant acknowledges that the Mortgage in favor of Lender, and any renewals, modifications, consolidations, replacements and extensions thereof shall remain a lien on the Property until such time when fully paid or otherwise disposed of pursuant to the terms thereof prior and superior to the Lease (including specifically, without limitation, any option to purchase or rights of first refusal affecting the Property, or any portion thereof contained therein), the leasehold estate created thereby and Tenant's right, title and interest in the Property as if the Mortgage had been executed, delivered and duly recorded in the appropriate land records prior to the execution and delivery of the Lease.

3. ATTORNMENT. If the interest of Landlord in the Property and under the Lease shall be acquired by Lender by reason of foreclosure of the Mortgage or any other act or proceeding(s) made or brought to enforce the rights of the Lender, including, but not limited to, by deed in lieu of foreclosure or as a result of any other means, then the Lease and all terms therein, and the rights of Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or disturbed, except in accordance with the terms of the lease, and Tenant shall be bound to Lender and Lender shall be bound to Tenant, subject to the terms hereof under all of the terms, covenants and conditions of the Lease for the balance of the terms, and any renewals thereof with the same force and effect as if the Lender were the Landlord under the Lease. In the event Lender acquires the interest of Landlord, Tenant hereby agrees to attorn to Lender as his landlord, said attornment to be effective and self-operative without the execution of any other instruments on the part of either party hereto, immediately upon Lender succeeding to the interest of Landlord under the Lease with written notice of same being delivered to Tenant. Upon receipt by Tenant of said written notice from Lender that Lender has succeeded to the interest of Landlord under the Lease, Tenant will make all payments of monetary obligations due by Tenant under the Lease -at the address provided by Lender in the notice. Tenant agrees, however, upon the election of and written demand by Lender within sixty (60) days after Lender receives title to Property, to execute an instrument in confirmation of the foregoing provisions, satisfactory to Lender and Tenant, in which Tenant shall acknowledge this agreement to attorn which shall set forth the terms and conditions hereof and shall not be deemed or construed, in any way, as expanding or modifying Tenant's obligations as tenant under the Lease, except where specifically set forth herein.

4. Nondisturbance. If it becomes necessary to foreclose the Mortgage, Mortgagee will not terminate the Lease nor join Tenant in summary or foreclosure proceedings so long as Tenant is not in default under any of the terms, covenants or conditions of said Lease without corresponding default of Landlord beyond applicable grace periods after notice thereof or if in default, same shall be cured. If Lender shall succeed to the interests of Landlord under the Lease, Lender shall be bound to the Tenant under all of the terms, covenant and conditions of the Lease, and Lender agrees to recognize Tenant and further agrees that Tenant shall not be disturbed in its possession or use, of the Property, said nondisturbance to be effective and self-operative without the execution of any other instrument(s) on the part of either party hereto, immediately upon Lender succeeding to the interest of Landlord under the Lease, of the Property for any reason our than one which would entitle Landlord to terminate the lease under its terms or would cause, without any further action by Landlord, the termination of the Lease or would entitle Landlord to dispossess Tenant from the Property. Tenant shall, from and after Lender's succession to the interests of Landlord under the Lease, have the same remedies against Lender for the breach of any provision contained in the Lease that Tenant might have had under the Lease against Landlord if Lender had not succeeded to the interests of Landlord under the Lease; provided further, however, that Lender except as expressly set forth in the Lease shall not be:

(a) personally liable for any acts or omissions of any prior landlord (including, but not limited to, Landlord); or

(b) subject to any offsets or defenses which Tenant may have against any prior landlord (including, but not limited to, Landlord); or

(c) liable for any consequential damages attributable to any acts or omissions of any prior landlord (including, but not limited to, Landlord); or

(d) obligated to give Tenant a credit for or acknowledge any rent or any other sums not delivered to Lender which Tenant has paid to Landlord in excess of the rent due under the Lease at the time Lender gave Tenant notice of its succession to the Landlord's interest; or

(e) liable for the repayment of any monies paid by Tenant under the Lease except that Lender as a successor to Landlord shall be liable for the repayment of a security deposit if payable to Tenant and Landlord fails to pay even if Lender as successor to Landlord has not received the security deposit; or

(f) obligated to commence or complete any construction or contribute toward construction or installation of any improvements required under the Lease, or expand or rehabilitate existing improvements thereon, or restore improvements following any casualty not required to be insured under the Lease or pay the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease, provided however that Lender shall cause to be applied to restoration required under the Lease all proceeds of casualty insurance received by or under the control of Lender; or

(g) liable for any damages or other relief attributable to any latent or patent defects in construction; or

(h) liable for any costs or expenses related to any indemnification provided by any prior landlord (including, but not limited to, Landlord) with respect to the presence or clean-up of any hazardous substances or materials in, on, under or about the leased premises; or

(i) obligated to enforce any restriction on competition beyond the Building or Property; or

(j) bound by any amendment or modification of the Lease made without its consent and knowledge.

Additionally, in such event, Tenant shall be bound to Lender, and Lender shall be bound to Tenant, subject to the terms hereof under all of the terms, covenants and conditions of the Lease, and Lender and Tenant shall, from and after Lender's succession to the interest of Landlord under the Lease, have the same remedies against each other for the breach of any provision contained in the Lease that they might have had under the Lease against each other if Lender were the original Landlord under the Lease.

5. Limitations on Liability. Neither this Agreement, the Assignment, nor anything to the contrary in the Lease shall, prior to Lender's acquisition of Landlord's interest in and possession of the Property, operate to give rise to or create any responsibility or liability for the control, care, management or repair of the Property upon Lender, or impose responsibility for the carrying out by Lender of any of the covenants, terms and conditions of the Lease, or constitute Lender a "mortgagee in possession," nor shall said instrument operate to make Lender responsible or liable for any waste committed on the Property by any person whatsoever, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss, injury or death to any tenant, licensee, invoice, guest, employee, agent or stranger unless Lender becomes Landlord. In the event Lender becomes substitute landlord, Leader may assign its interest as substitute landlord without notice to, the consent of or the assumption of any liability to any other party hereto, so long as Landlord's obligations under the Lease and this Agreement, are fully assumed by said Assignee, who shall be deemed by Lender to be a commercially reasonable Assignee, provided however that Lender as successor Landlord shall be responsible for the performance of continuing obligations of Landlord existing after such acquisition..

Anything herein or in the Lease to the contrary notwithstanding, in the event that Lender shall acquire title to the leased premises, Lender shall have no obligation, nor incur any liability beyond the then-existing interest, if any, of Lender the leased premises and Tenant shall look exclusively to such interest of Lender in the leased premises for the payment and discharge of any obligations imposed upon Lender hereunder or under the Lease, and Lender is hereby released and relieved of any other liability hereunder and under the Lease. As regards Lender, Tenant shall look solely to the estate or interest owned by Lender in the leased premises and Tenant will not collect or attempt to collect any judgment out of any other assets of Lender. By executing this Agreement, Landlord specifically acknowledges and agrees that nothing contained in this Section shall impair, limit, affect, lessen, abrogate or otherwise modify the obligations of Landlord to Tenant under the Lease. Lender's interest (as such term is used herein) in the leased premises shall include Lender's equity in the leased premises, rents, protests and issues from the leased premises and proceeds from casualty or condemnation affecting the leased premises.

6. Warranties and Representations. Tenant hereby warrants, represents, covenants and agrees to and with Lender:

(a) not to alter, modify', cancel, terminate or surrender Lease, except as provided therein or herein;

(b) after the date hereof (except as otherwise expressly provided in the Lease), not to enter into any agreement with Landlord, its successors or assigns, which grants any concession with respect to the Lease or which reduces the rent called for thereunder without the express written consent of Lender;

(c) after the date hereof (except as otherwise expressly provided in the Lease), not to create any offset or claims against rents, or prepay rent more than thirty (30) days in advance

(d) that Tenant is now lessee of the leasehold estate created by the Lease and shall not hereafter assign the Lease except as permitted by the terms thereof

(e) to promptly certify in writing to Lender, in connection with any proposed assignment of the Mortgage, whether or not any default on the part of Landlord is claimed to exist under the Lease, and what any such claimed default factually involves; and

(f) not to voluntarily subordinate the Lease to any other lien or encumbrance without Lender's prior written consent (except as otherwise expressly provided in the Lease).

7. No Waiver. Notwithstanding any other provision of this Agreement, where Lender acquires Landlord's interest in and possession of the Premises and a Landlord default has occurred and is continuing, Tenant shall not be considered as having waived its rights to require that Lender remedy such default it the Landlord default Continues after the date Lender acquires Landlord's interest in and possession of the Premises. In that case, Lender shall have no liability for Landlord's default as it applies to the period before lender's acquisition of Landlord's interest in and possession of the Property, but shall be liable for any failure to cure such continuing default thereafter, provided only that Lender receives the benefit of any notice and cure period required by the Lease or hereunder.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

9. Notice and Cure. In the event that Landlord shall default in the performance or observance of any of the terms, conditions or agreement in the Lease, Tenant shall give written notice thereof to Lender and Lender shall have the right but not the obligation) to cure such default. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in the Lease, then the Lender provided such is not a failure to provide Essential Services or access to the Premises for which Tenant may exercise self-help shall have an additional thirty (30) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary to cure such default shall be granted if within such thirty (30) days Lender has commenced and is diligently pursuing the remedies necessary to cure such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure), in which event the Lease shall not be terminated while such remedies are being so diligently pursued. Specifically preserved hereby are any rights Tenant may have to cure in the event of an emergency, or otherwise, and to set-off and deduct the cost of same from rent, as may be provided in the Lease; provided prior written notice of the exercise of such rights is delivered to Lender, and it is expressly understood by Leader that Lender's permission is not, in any way, required.

10. Binding Effect; Definitions. The provisions of this Agreement shall be covenants running with the Property, and shall be binding upon and inure to the benefit of the respective parties hereto and their respective heirs, legatees, executors, administrators, beneficiaries, successors and assigns, including without limitation (a) any person who shall obtain, directly or by assignment or conveyance, any interest in the Mortgage, (b) any transferee; or (c) any person who shall obtain any interest in the Property, whether through foreclosure or otherwise. Furthermore, the provisions of this Agreement shall be binding upon any guarantor of Tenants obligations under the Lease. As used herein the term "Tenant" shall include Tenant, its successors and assigns; the words "foreclosures and "foreclosure sale" as used herein shall be deemed to include the acquisition of Landlord's estate in the Property by voluntary deed (or assignment) in lieu of foreclosure; and the word "Lender" shall include Lender herein specifically named and any of its successors and assigns, including anyone who shall have succeeded to Landlord's interest in the Property by, through or under foreclosure of the Mortgage.

11. Entire Agreement. This Agreement shall be the whole and only agreement between the parties hereto with regard to the subordination of the Lease and leasehold interest of Tenant to the Mortgage in favor of Lender, and, with respect to Lender and Tenant only, shall supersede and cancel any prior agreements as to such, or any, subordination, including, but not limited to, those provisions, if any, contained in the Lease, which provide for the subordination of the lease and leasehold interest of Tenant to a deed or deeds of trust or to a mortgage or mortgages to be thereafter executed, and shall not be modified or amended except writing signed by all parties hereto.

12. Consideration. Tenant declares, agrees and acknowledges that it intentionally and unconditionally waives, relinquishes and subordinates the Lease and leasehold interest in favor of the Mortgage above mentioned to the extent set forth in this Agreement, and, in consideration of this waiver, relinquishment and subordination, specific loans and advances are being and will be made and, as part and parcel thereof specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination.

13. Invalidity or Unenforceability. If any term, covenants or condition of this Agreement other than the effectiveness of the non-disturbance intention is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

14. Number and Gender. The use of the neuter gender in this Agreement shall be deemed to include any other gender, and, words in the singular number shall be held to include the plural, when the sense requires.

15. Notice. Any notice required or allowed by this Agreement shall be in writing and shall be (i) hand-delivered, effective upon receipt, or (ii) sent by United States Express Mail or by private overnight courier, effective upon receipt. or (iii) served by certified mail, postage prepaid, return receipt requested, deemed effective on the day of actual delivery as
shown by the addressee's return receipt or the expiration of
three {3) business days after the date of mailing, whichever is the earlier in time; addressed to the party intended to receive the same at the address set forth below:

If to Tenant:

If to Landlord:

If to Lender:

The parties may, by written notice to the others, designate a different mailing address for notices.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.