MODIFICATION AND SEVERANCE AGREEMENT

WHEREAS, Mortgagor is the ground lessee under the ground lease (the "Ground Lease") described in Exhibit A hereto (which by this reference is made a part hereof), which Ground Lease covers certain property (the "Property") located in New York, New York, as more particularly described in Exhibit B hereto (which by this reference is made a part hereof;

WHEREAS, Mortgagee is the holder of the mortgage (the "Mortgage") described in Exhibit C hereto (which by this reference is a part hereof) and the note (the "Note") secured thereby, which Mortgage covers Mortgagor's leasehold estate in the Property;

WHEREAS, there is now owing and unpaid on the Note and the Mortgage the principal sum of $___________ , together with Interest thereon as therein provided;

WHEREAS, Mortgagee and Mortgagor have agreed to split the Mortgage and the indebtedness secured thereby into two (2) separate and distinct debts and liens and to split the Note and Mortgage into two (2) notes arid mortgages and to effect such splitting as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual agreements herein expressed, the parties hereto covenant and agree as follows:

1. The Mortgage is hereby modified by incorporating the following provision therein:

"By agreement between the Mortgagor and the Mortgagee made at any time following the date of the Mortgage, Mortgagor and Mortgagee may provide that this Mortgage nay be severed, split and divided into two or more portions in such individual amounts as may be agreed upon by Mortgagor and Mortgagee, each of which portions shall secure a portion of the outstanding principal indebtedness, and interest, secured by this Mortgage. In the event that mortgagor and mortgagee agree to sever this mortgage, then (i) a replacement Note or note., as appropriate, shall be issued each in a principal amount, as agreed by the Mortgagor and the Mortgagee, equal to a portion of the principal amount of the indebtedness severed from this mortgage, the aggregate principal amount of such replacement notes, together with the amounts remaining, however, not to exceed the then unpaid principal balance of the indebtedness secured by this Mortgage; and (ii) a replacement mortgage or mortgages shall be executed and delivered, each of which shall secure a replacement note, each such replacement mortgage to be in the amount of the replacement note which it secures. Each such replacement mortgage my be assigned and enforced separately. Neither the institution nor maintenance of any action, suit or proceeding on the Mortgage remaining after such severance or any note secured thereby, or any replacement mortgage, or the replacement note secured thereby, or the entry of a judgment therein, shall bar the institution or maintenance or any action, suit or proceeding on the Mortgage remaining after such severance, if applicable, or any other replacement mortgage, or entry of judgment therein. Upon the recording of such replacement mortgage(s), the portion of the lien of this Mortgage severed from the Mortgage shall be deemed replaced by the replacement mortgages with the same effect as if such replacement mortgage(s) were originally recorded in lieu of this Mortgage with respect to the severed portion thereof. In the event this Mortgage is consolidated with one or more other mortgages, then the reference in this paragraph to this Mortgage shall be deemed to refer to this Mortgage and such other mortgage or mortgages, as consolidated. In addition, in the event that any replacement mortgage shall hereafter be consolidated with a new mortgage, a further replacement note my be issued to evidence the aggregate indebtedness secured by such replacement mortgage and such new mortgage as consolidated. The execution and delivery of the instruments referred to in this paragraph (i) shall not in any part thereof extinguish the indebtedness or the lien thereof on the Mortgaged Property, (ii) shall not in any respect constitute or secure any further, other or new indebtedness or obligation, and (iii) shall not in any manner alter, waive, annul or affect the provisions of this Mortgage except as severed, split, divided and amended in accordance with the provisions of this paragraph. Mortgagor shall pay all costs incurred in connection with this paragraph including but not limited to title examination costs, title insurance premiums, all recording charges, and mortgage recording taxes, if any".

2. From and after the date hereof, the lien of the Mortgage shall be and hereby is split, divided, apportioned and allocated into two (2) separate and distinct liens and the outstanding principal indebtedness shall be, and hereby is, severed into two (2) separate and distinct portions as follows:

(a) a principal indebtedness of $____________ (the "First Amount"); and

(b) a principal indebtedness of $____________ (the "Second Amount").

3. In order to evidence the severing of the principal indebtedness and the splitting of the lien of the Mortgage, following the execution and delivery of this Agreement, Mortgagor shall execute, acknowledge and deliver to Mortgagee:

(a) a replacement note equal to the First Amount, payable to Mortgagee (the "Replacement Note A");

(b) a replacement mortgage securing Replacement Note A (the "Replacement Mortgage A")

(b) a replacement note equal to the Second Amount, payable to Mortgagee (the "Replacement Note B") and

(d) a replacement mortgage securing Replacement Note B (the "Replacement Mortgage B").

4. Replacement Note A and Replacement Note B shall be deemed to amend and restate the Note in its entirety, and Replacement Mortgage A and Replacement Mortgage B shall be deemed to amend and restate the Mortgage in its entirety. Mortgagor hereby represents and warrants that the outstanding principal balance of the Replacement Note A and Replacement Mortgage A as or the date hereof is equal to $___________ and that the outstanding principal balance of the Replacement Note B and Replacement Mortgage B as of the date hereof is equal to $____________ .

5. Replacement Mortgage A and Replacement Mortgage B shall be recorded in the Office of the Register of the City of New York, New York County (the "Register’s Office") immediately following the recording of this Agreement.

6. The parties hereto do hereby certify that neither this Agreement nor Replacement Note A, Replacement Mortgage A, Replacement Note B, or Replacement Mortgage B, create or secure any new or further indebtedness or obligation other than the principal indebtedness or obligation secured by or which under any contingency may be secured by the Mortgage.

7. Mortgagor shall promptly cause this Agreement to be filed, registered or recorded in such manner and in such places as my be required by any present or future law in order to publish notice of and fully to protect the lien of the Mortgage, as severed and split, upon, and the interest of Mortgagee in, the Property (as defined in the Mortgage).

8. Mortgagor represents, warrants and covenants that there are no offsets, counterclaim or defenses against this Agreement, the Mortgage or the Note and that Mortgagor (and the undersigned representative of Mortgagor, if any) has full power, authority and legal right to execute this Agreement and to keep and observe all of the term of this Agreement on Mortgagor’s part to be observed or performed.

9. This Agreement may not be modified, amended, waived, changed or terminated orally, but only by an agreement in writing signed by the party against whom the enforcement of the modification, amendment, waiver, change or termination is sought.

10. This Agreement shall be binding upon and inure to the benefit of Mortgagor and Mortgagee and their respective successors and assigns.

11. This Agreement my be executed in any number of duplicate Originals and each such duplicate original shall be deemed to constitute but one arid the same instrument.

12. If any term, covenant or condition of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

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