SUBORDINATION, RECOGNITION

NON-DISTURBANCE AGREEMENT

THIS AGREEMENT, made as of this ______ day of ______________, 19___ between ________________________________ having an office at _____________ _________________ (hereinafter called "Mortgagee"), and __________________ ______________________________having an office at ________________________ (hereinafter called "Lessee").

WHEREAS, Mortgagee has made a loan to _____________________ (hereinafter called "Lessor") secured by a mortgage described on Exhibit A annexed hereto:, and made a part hereof (hereinafter called the "Mortgage") covering Lessor's parcel of land described on Exhibit "B" annexed hereto and made a part hereof, together with the improvements now or hereafter erected thereon (said parcel of land and improvements thereon being hereinafter called the "Mortgaged Property"), and

WHEREAS, by a certain lease heretofore entered into between Lessor and Lessee dated ___________________ , Lessor leased to Lessee a portion of _________________ in the building known as ________________ , New York, New York, situated on that certain parcel of land described on Exhibit "B" annexed hereto and made a part hereof (said premises leased to Lessee being hereinafter called the "Demised Premises"); and,

WHEREAS, a Short Form Memorandum or Notice of the Lease has been or is intended to be recorded in the Office of the City Register, New York County; and

WHEREAS, a copy of the Lease has been delivered to Mortgagee, the receipt of which is hereby acknowledged; and

WHEREAS, Mortgagee requires that the Lease be subordinate to the lien of the Mortgage; and

WHEREAS, Section ____ of the Lease provides that the Lease shall become subject and subordinate to the lien of a first mortgage affecting the real property of which the Demised Premises are a part made to certain institutional lenders if and when a non-disturbance agreement is entered into with respect to such mortgage; and

WHEREAS, the parties hereto desire to effect the subordination of the Lease to the lien of the Mortgage and to provide for the non-disturbance of Lessee by Mortgagee.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1,. Mortgagee hereby consents to and approves the Lease.

2. Lessee covenants and agrees with Mortgagee that the Lease is hereby made and continue hereafter to be subject and subordinate to the lien. of the Mortgage (as the same may be modified and extended) without regard to the order of priority of recording of Mortgage and the Short Form Memorandum or Notice of the Lease, subject, however, to the provisions of this Agreement.

3. Lessee certifies that the Lease is presently in full force and effect.

4. Mortgagee agrees that so long as the Lease shall be in full force and effect:

(a) Neither Lessee nor any subtenant or licensee shall be named or joined as a party defendant or otherwise in any suit, action or proceeding for the foreclosure of the Mortgage or to enforce any rights under the Mortgage or the bond or note or other obligation secured thereby;

(b) The possession by Lessee, its subtenants and licensees of the Demised Premises and the Lessee's, and any such subtenants' or licensees’ rights thereto shall not be disturbed, affected or impaired by, nor will the Lease or the term thereof be terminated or otherwise affected by (i) any suit, action or proceeding upon the Mortgage or the bond or note or other obligation secured thereby, or for the foreclosure of the Mortgage or the enforcement of any rights under the Mortgage or any other documents held by the Mortgage, or by any judicial sale or execution or other sale of the Mortgaged Property, or by any deed given in lieu of foreclosure, or by the exercise of any other rights given to the Mortgagee by any other documents or as a matter of law, or (ii) any default under the Mortgage or the bond or note or other obligation secured thereby;

(c) All condemnation awards and insurance proceeds paid or payable with respect to the Mortgaged Property and received by the Mortgagee shall be applied and paid in the manner set forth in the Lease.

5. Mortgagee hereby acknowledges and agrees that all fixtures and equipment whether owned by Lessee or any subtenant or leased by Lessee a Lessor/Owner (hereinafter called the "Equipment Lessor") installed in or on the Mortgaged Property, regardless of the manner or in order of attachment, shall be and remain the property of Lessee or any such "Equipment Lessor and may be removed by Lessee or any such Equipment Lessor at any time. In no event (including a default under the Lease or Mortgage) shall Mortgagee have any liens, rights or claims in Lessee's or Equipment Lessor's fixtures and equipment, whether or not all or any part thereof shall be deemed fixtures; and Mortgagee expressly waives all rights of levy, distraint, or execution with respect to said fixtures and equipment. Mortgagee agrees to execute and deliver to Lessee and Equipment Lessor, within thirty (30) days after request therefor, any document required by Lessee or Equipment Lessor in order to evidence the foregoing.

6. If the Mortgagee shall become the owner of the Mortgaged Property by reason of foreclosure of the mortgage or otherwise, or if the Mortgaged Property shall be sold as a result of any action or proceeding to foreclose the Mortgage or by a deed given in lieu of foreclosure, the Lease shall continue in full force and affect, without necessity for executing any new lease, as a direct lease between Lessee, as Lessee thereunder, and the then owner of the Mortgaged Property, as landlord thereunder, upon all of the same terms, covenants and provisions contained in the Lease, and in such event:

(a) Lessee shall be bound to such new owner under all of the terms, covenants and provisions of the Lease for the remainder of the term thereof (including the Renewal Periods, if Lessee elects or has elected. to exercise its options to extend the term) and Lessee hereby agrees to attorn to such new owner and to recognize such new owner as landlord under the Lease; and

(b) Such new owner shall be bound to Lessee under all of the terms, covenants and provisions of the Lease for the remainder of the term thereof (including the Renewal Periods, if Lessee elects or has elected to exercise its options to extend the term) which terms, covenants and provisions such new owner hereby agrees to assume and perform.

7. Any notices or communications given under this Agreement shall be in writing and shall be given by registered or certified mail, return receipt requested, postage prepaid, (a) if to Mortgagee, at the address of Mortgagee as hereinabove set forth or at such other address as Mortgagee may designate by notice. or (b) if to Lessee at the address of the Lessee as hereinabove set forth or at such other address as Lessee may designate by notice.

8. This Agreement. contains the entire agreement between the parties and cannot be changed, modified, waived or canceled except by an agreement in writing executed by the party against whom enforcement of such mortification, change, waiver or cancellation is sought.

9. This Agreement and the covenants herein contained are intended to run with and bind all lands affected thereby. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns.