Form prepared and used by Lawyers Title & Trust Company of New York.

Thomas v. Zahke, 181 App. Div. 173,168 N. Y. Supp. 396; Clare v. N. Y. life Ins. Co., 178 App. Div. 877, 166 N. Y.

Supp. 95; Clare v. N. Y. life Ins. Co., 100 Misc. 308,166 N. Y. Supp. 647.

Agreement, made this........day of............, one thousand nine hundred and......, Between...............

..........hereinafter designated as the party of the first part, who..................and...................hereinafter designated as the party of the second part, who ....

...................................

Whereas, the party of the first part has this day...........___ the party of the second part..............................

a certain Indenture of Mortgage and the Bond which it secures, which Mortgage was made to..................by

...................to secure..........Dollars, and interest, and is dated.........., 19.., and........recorded in the office of the Register of the County of.........., on.........

.........., 19.., in Liber........___, Section.......___of Mortgages, page......, and................

Whereas, the ownership of the party of the second part in said Bond and Mortgage is to the extent of..........Dollars, with interest, and the party of the first part is now the owner of the balance of said mortgage debt....................but the ownership of the party of the second part is prior and superior to that of the party of the first part,

Now, Therefore, the parties hereto in consideration of the premises mutually certify and agree:

1. That the ownership of the party of the second part in said Bond and Mortgage is now......................

Dollars, with interest thereon at the rate of........per centum per annum from..........., 19.., payable from each instalment of interest on said Bond and Mortgage, and that the party of the first part is now the owner of the balance of said Mortgage debt, but the ownership of the party of the second part is and shall be in every way prior and superior to that of the party of the first part, as if the party of the second part held a first mortgage for...................Dollars, and interest, and the party of the first part held..........a second and subordinate mortgage to secure the balance of the mortgage debt.

2. That the party of the second part is authorized to receive the instalments of interest due and to become due on the said Bond and Mortgage and to give proper receipts therefor, and after deducting from each instalment the amount thereof due under this agreement to the party of the second part, shall remit..............the balance to the party of the first part by mailing the same to the party of the first part at the address herein given.

3. That the party of the second part shall have all the rights of any holder of said Bond and Mortgage and is authorized to accept payment of said Bond and Mortgage and to execute a satisfaction piece therefor, and in the event of any default on said Bond and Mortgage to foreclose the same and receive the proceeds of sale from the Referee; but the party of the first part shall in any and every event have the right to an accounting for all money received by said party of the second part in excess of the ownership of the party of the second part in said Bond and Mortgage. All rights and authority given under this article by the party of the first part are irrevocable.

4. That the party of the second part is to notify the party of the first part of any and every default on said Bond and Mortgage and of any and every foreclosure by making the party of the first part a defendant in any and every suit without further notice or demand, but the party of the second part shall be under no other obligation to protect the interests of the party of the first part under any such suit or upon any sale under any such foreclosure.

5. That the interest of the party of the first part hereunder is not assignable. That the interest of the party of the second part is assignable to any person or corporation without liability on the part of the party of the second part, if the assignment is made subject to this agreement.

6. That the party of the second part will sell to the party of the first part at any time after the..............day of

............, 19.., the interest of the party of the second part in said Bond and Mortgage, and will assign the said Bond and Mortgage to the party of the first part, upon being paid the amount of the share or interest of the party of the second part in said Bond and Mortgage, including principal and interest, at the time of such sale, provided such sale and assignment be requested in writing,.......days previous to the date on which they shall be required to be made.

7. That any notice or demand required by this agreement shall be given to the party of the first part by a notice sent through the registered mail and directed to the address of the party of the first part given herein.

8. That this agreement shall be binding upon and enure to the benefit of the respective legal representatives of the parties hereto and the assigns of said party of the second part.