ex10-2.htm


    LIMITED
LIABILITY COMPANY AGREEMENT

    OF

    LEX-WIN
CONCORD LLC

    


    


    LIMITED
LIABILITY COMPANY AGREEMENT, made as of the 2nd day of August,
2008 by and among WRT REALTY L.P., a Delaware limited partnership (“WRT”), THE
LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership
(“Lexington”), and WRP SUB-MANAGEMENT LLC, a Delaware limited liability
company.

    


    RECITALS:

    


    WHEREAS, WRT and Lexington each hold a
50% membership interest in each of (i) Concord Debt Holdings LLC, a Delaware
limited liability company (“Concord”), and (ii) WRP Management LLC, a Delaware
limited liability company (“WRP Management”);

    


    WHEREAS, simultaneously herewith each
of WRT and Lexington is contributing its entire membership interest in and to
Concord and WRP Management to the Company;

    


    NOW,
THEREFORE, In consideration of the covenants and conditions set forth in this
Agreement, the parties agree as follows.

    


     

    ARTICLE
I

    CERTAIN
DEFINITIONS

    


    1.1           General
Terms.  For purposes of this Agreement, the following terms
shall have the following respective meanings:

    


    Administration
Agreement:  The agreement between the Company and the
Administrative Manager in effect from time to time including the Initial
Administration Agreement.

    


    Administrative
Manager:  Such Person as is appointed the administrative
manager of the Company in accordance with Section 3.4(a) hereof.

    


    Advisory
Agreements:  The Collateral Management Agreement and the
Administration Agreement and such other advisory agreements and management
agreements to which the Company or an Investment Entity becomes a
party.

    


    Affiliate:  With
respect to a specified Person, (i) a Person who, directly or indirectly through
one or more intermediaries, controls, is controlled by or is under common
control with, the specified Person, (ii) any Person who is an officer, director,
member or trustee of, or serves in a similar capacity with respect to, the
specified Person or of which the specified Person is an officer, partner, member
or trustee, or with respect to which the specified Person serves in a similar
capacity, (iii) any Person who, directly or indirectly, is the beneficial owner
of 25% or more of any class of equity securities of, or otherwise has a
substantial beneficial interest in, the specified Person


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    or of
which the specified Person has a substantial beneficial interest and (iv) the
spouse, issue, or parent of the specified Person.  An Affiliate does
not include a Person who is a partner in a partnership or joint venture with the
Company or any Member if such Person is not otherwise an Affiliate of the
Company or any Member.

    


    Audit
Committee:  As defined in Section 3.2 hereof.

    


    Bankruptcy:  With
respect to any Member, (i) the filing by that Member of a voluntary petition
seeking liquidation, reorganization, arrangement or readjustment, in any form,
of his debts under Title 11 of the United States Code or any other Federal or
state insolvency law, or a Member's filing an answer consenting to or
acquiescing in any such petition, (ii) the making by that Member of any
assignment for the benefit of his creditors, (iii) the expiration of 60 days
after the filing of an involuntary petition under Title 11 of the United States
Code, an application for the appointment of a receiver, trustee or custodian for
the assets of that Member, or an involuntary petition seeking assets of that
Member, or an involuntary petition seeking liquidation, reorganization,
arrangement or readjustment of its debts under any other Federal or state
insolvency law, provided that the
same shall not have been vacated, set aside or stayed within such 60-day period
(iv) the failure of a Member to generally pay its debts as they become due or
(v) the placement of a writ of attachment against any of the Member’s
assets.

    


    Business
Day:  Any day other than Saturday, Sunday or any other day on
which commercial banks or savings and loan associations are required or
authorized by law to close in Boston, Massachusetts or New York, New
York.

    


    Buy-Sell Closing
Date:  As defined in Section 9.2(a)(ii) hereof.

    


    Capital
Accounts:  The capital accounts of the Members, maintained in
accordance with Article IV.

    


    Capital
Contributions:  The capital contributions of the Members set
forth in Section 4.2.

    


    Cause:  Either
(i) the Administrative Manager’s continuous and intentional failure to perform
its duties under this Agreement; (ii) intentional misconduct by the
Administrative Manager which is materially injurious to the Company or any
member, monetarily or otherwise; or (iii) the material breach by the
Administrative Manager of any of the terms or conditions of this Agreement
(including, without limitation, Section 6.4 hereof) or any agreement relating to
a Loan Asset or an Investment Entity Loan.

     

    Closing:  As
defined in Section 9.2(a)(iii) hereof.

    


    Code:  The
Internal Revenue Code of 1986, as amended from time to time, or any similar
Federal internal revenue law enacted in substitution for the Code.

    


    Collateral Management
Agreement:  The Collateral Management Agreement
between Concord Real Estate CDO 2006-1, Ltd. and WRP
Management.


    
      
         


      

      
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    Company:  Lex-Win
Concord LLC

    


    Company
Interest.  The ownership interest of any Member in the Company,
including, without limitation, all rights to receive Distributions and
allocations of Profit and Loss.

    


    Company
Law:  The Delaware Limited Liability Company Law, as amended
from time to time.

    


    Company Minimum
Gain:  Means partnership minimum gain as determined in
accordance with Regulations Section 1.704-2(d).

    


    Concord:  As
defined in the Recitals hereto.

    


    Concord Operating
Agreement:  The operating agreement of Concord as in effect
from time to time.

    


    Covered
Person:  Any Member, the Administrative Manager, the members of
the Audit Committee or any Affiliate thereof, or any officer, director,
shareholder, partner, employee, representative or agent of a Member, the
Administrative Manager or their respective Affiliates, or any employee or agent
of the Company or its Affiliates.

     

    Default
Event:  As defined in the Concord Operating
Agreement.

    


    Defaulting
Member:  The Member that causes a Default Event under clauses
(a), (b), (e), (g) or (h) of such definition to occur, it being acknowledged
that if such Default Event is caused by the Administrative Manager such Default
Event shall be deemed to have been caused by the Member that is an Affiliate of
the Administrative Manager.

    


    Default
Rate:  An annual rate equal to the lesser of (i) LIBOR plus 15%
or (ii) the maximum rate permitted by law.

     

    Demand
Notice:  As defined in Section 9.1(a) hereof.

    


    Depreciation:  With
respect to each fiscal year or other period, an amount equal to the
depreciation, amortization or other cost recovery deduction allowable with
respect to a Company asset for such year or other period, except that, if the
Gross Asset Value of a Company asset differs from its adjusted basis for Federal
income tax purposes at the beginning of such year or other period, Depreciation
shall be an amount that bears the same ratio to such beginning Gross Asset Value
as the Federal income tax depreciation, amortization or other cost recovery
deduction for such year or other period bears to such beginning adjusted tax
basis; provided, however, that if the
Federal income tax depreciation, amortization, or other cost recovery deduction
for such year is zero, Depreciation shall be determined with reference to such
beginning Gross Asset Value using any reasonable method selected by the
Members.

    


    Exercise
Notice:  As defined in Section 9.1(c) hereof

    


    GAAP:  Accounting
principles generally accepted in the United States of America.


    
      
         


      

      
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    Gross Asset
Value:  With respect to any Company asset, the asset's adjusted
basis for Federal income tax purposes, except that (1) the initial Gross Asset
Value of any Company assets contributed shall equal their respective gross fair
market values (taking into account Section 7701(g) of the Code), (2) the Gross
Asset Value of any Company asset distributed to any Member shall be the gross
fair market value of such asset on the date of distribution, as determined by
the Members, and (3) the Gross Asset Value of all Company assets shall be
adjusted to equal their respective gross fair market values (taking into account
Section 7701(g) of the Code) in the case of adjustments pursuant to clauses (A),
(B) or (C) of this definition, as determined by the Members, as of the following
times:  (A) immediately before the acquisition of an additional
Company Interest by any new or existing Member in exchange for more than a de minimis Capital
Contribution; (B) immediately before the distribution by the Company to a Member
of more than a de
minimis amount of Company Assets as consideration for a Company Interest,
in either case if the  Company determines that such adjustment is
necessary or appropriate to reflect the relative economic interests of the
Members (as determined under this definition and 5.1); (C) immediately before
the liquidation of the Company within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g); and (D) in connection with an election under Sections
734(b) or 743(b) of the Code, but only as provided in Regulations Section
1.704-1(b)(2)(iv)(m).  Following any contribution of assets or any
adjustment to Gross Asset Value, the Gross Asset Value of the applicable assets
shall be computed taking into account Depreciation.

    


    Initial Administration
Agreement:  That certain Administration and Advisory Agreement,
dated of even date herewith between the Company and the Initial Administrative
Manager.

    


    Initial Administrative
Manager:  WRP Sub-management LLC

    


    Initial
Payment:  An amount equal to the greater of (x) the lesser of
(1) the Sale Interest Purchase Price or (2) $35,000,000 and (ii) 30% of the Sale
Interest Purchase Price.

    


    Initiating
Member:  As defined in Section 9.1(a) hereof.

    


    Interest:  A
Member’s share of the Profits and Losses of the Company and a Member’s rights to
receive distributions in accordance with the provisions of this Agreement and
the Company Law.

    


    Investment
Entities:  Concord and WRP Management, together with such other
entities that may be owned, in whole or in part, by the Company, and their
respective subsidiaries, if any.

    


    Lexington Change of
Control:  Any of

     

    (A)           The
acquisition by any Person (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) (“Beneficial Ownership”) of 30% or more of either (i) the then
outstanding common shares of beneficial interest of LXP (the “Outstanding LXP
Common Stock”) or (ii) the combined voting power of the then outstanding voting
securities of LXP entitled to vote generally in the election of
trustees

     


    
      
         


      

      
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    (the
“Outstanding LXP Voting Securities”); provided, however, that for purposes of
this subsection (A), the following acquisitions shall not constitute a Change in
Control: (1) any acquisition directly from LXP or its Affiliates, (2) any
acquisition by LXP or its Affiliates, (3) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by LXP, or its
Affiliates, (4) any acquisition from Apollo Real Estate Investment Fund III,
L.P., Vornado Realty Trust or their Affiliates, or (5) any acquisition by any
entity pursuant to a transaction which complies with clauses (1), (2), (3) or
(4) of subsection (C) of this definition; or

     

    (B)           Individuals
who, as of the date hereof, constitute the Board of Trustees of LXP (the “LXP
Incumbent Board”) cease for any reason to constitute at least a majority of the
Board of Trustees of LXP; provided, however, that any individual becoming a
trustee subsequent to the date hereof whose election, or nomination for election
by the applicable Person’s shareholders, was approved by a vote of at least a
majority of the trustees then comprising the LXP Incumbent Board shall be
considered as though such individual were a member of the LXP Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Trustees of LXP; or

     

    (C)           Consummation
of a reorganization, merger or consolidation of Lexington or LXP (a “LXP
Business Combination”), in each case, unless, following such LXP Business
Combination, (1) all or substantially all of the Persons who had Beneficial
Ownership, respectively, of the applicable Outstanding LXP Common Stock and
applicable Outstanding LXP Voting Securities immediately prior to such LXP
Business Combination, have Beneficial Ownership, of more than 50%, respectively,
of the then outstanding common shares of beneficial interest and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of trustees, as the case may be, of the entity
resulting from such LXP Business Combination (including, without limitation, an
entity which as a result of such transaction owns the applicable company or all
or substantially all of such company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such LXP Business Combination of the applicable Outstanding
LXP Common Stock and Outstanding LXP Voting Securities, as the case may be, (2)
no Person (excluding any entity resulting from such Business Combination or any
employee benefit plan (or related trust) of such company or such entity
resulting from such Business Combination) acquires Beneficial Ownership of 20%
or more of, respectively, the then outstanding shares of common stock of the
entity resulting from such Business Combination or the combined voting power of
the then outstanding voting securities of such entity except to the extent that
such ownership existed prior to the LXP Business Combination and (3) at least a
majority of the members of the board of directors or board of trustees, as the
case may be, of the entity resulting from such LXP Business Combination were
members of the LXP Incumbent Board at the time of the execution of the initial
agreement with the successor or purchasing entity in respect of such LXP
Business Combination, or of the action of the Board of Trustees of LXP,
providing for such LXP Business Combination; or

     

    (D)           Approval
of a complete liquidation or dissolution of Lexington or LXP.


    
      
         


      

      
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    LIBOR:  A
rate per annum on the basis of the 30 day London inter-bank offered rates for
U.S. Dollar deposits in the Eurodollar market and appearing on the Telerate
Screen page 3750 (or the successor page reference thereto) as of approximately
11:00 AM (London time) two Business Days before the date on which such 30 day
period shall commence.  If at least two such offered rates appear on
the Telerate Screen page 3750 or associated pages, the rate in respect of such
30 day period will be the arithmetic mean (rounded up to the nearest 1/16) of
such offered rates.  If no such rate appears, the rate in respect of
such 30 day period will be the rate specified as LIBOR on the Reuters Screen
LIBOR page as of such date and time for such 30 day period.

    


    Loan
Asset:  As defined in the Concord Operating
Agreement.

    


    LXP:  Lexington
Realty Trust, a Maryland real estate investment trust, together with its
permitted successors and assigns.

    


    Major
Decisions:  Those items set forth on Schedule 1
hereto.

    


    Members:  WRT
and Lexington and such other Persons who become party hereto, together with
their permitted successors and assigns.

    


    Member Nonrecourse Debt
Minimum Gain:  Means partner non-recourse debt minimum gain as
determined in accordance with Regulations Sections 1.704-2(i)(3) and
1.704-2(i)(4).

    


    Member Nonrecourse
Debt:  Has a comparable meaning to the meaning set forth in
Regulations Section 1.704-2(b)(4).

    


    Member Nonrecourse
Deductions:  Has a comparable meaning to the meaning set forth
in Regulations Section 1.704-2(i)(2).

    


    Non-Defaulting
Member:  The Member other than the Non-Defaulting
Member.

    


    Option
Period:  As defined in Section 9.1(c) hereof

    


    Ownership
Percentages.  With respect to each Member, each Member's
Ownership Percentage shall be the percentage determined by dividing such
Member's Capital Contribution at the date of determination by the sum of all
Members' Capital Contributions as of such date.

    


    Permitted
Investment:  As defined in the Concord Operating
Agreement.

    


    Person:  An
individual, trust, estate, partnership, joint venture, association, company,
corporation, limited liability company or other entity.

    


    Profit and
Loss:  With respect to each fiscal year or other period, an
amount equal to the Company's taxable income or loss for such year or period,
determined in accordance with Code Section 703(a) (for this purpose, all items
of income, gain, loss or deduction required to be stated separately pursuant to
Code Section 703(a)(1) shall be included in taxable income or loss), with the
following adjustments:


    
      
         


      

      
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    (i)           Any
income of the Company that is exempt from Federal income tax and not otherwise
taken into account in computing Profits or Losses pursuant to this definition of
Profits and Losses shall be added to such taxable income or loss;
and

    


    (ii)           Any
expenditures of the Company described in Code Section 705(a)(2)(B) or treated as
Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section
1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit or
Loss shall be subtracted from such taxable income or loss;

    


    (iii)           f
the Gross Asset Value of any Company asset is adjusted pursuant to clause (3) of
the definition of Gross Asset Value herein, the amount of such adjustment shall
be taken into account as gain or loss from the disposition of such asset for
purposes of computing Profits or Losses;

    


    (iv)           gain
or loss resulting from any disposition of Company property with respect to which
gain or loss is recognized for federal income tax purposes shall be computed by
reference to the Gross Asset Value of the property disposed of, notwithstanding
that the adjusted tax basis of such property differs from its Gross Asset
Value;

    


    (v)           in
lieu of the depreciation, amortization and other cost recovery deductions taken
into account in computing such taxable income or loss, there shall be taken into
account Depreciation for such Fiscal Year or other period, computed in
accordance with the definition of Depreciation herein;

    


    (vi)           to
the extent an adjustment to the adjusted tax basis of any Company asset pursuant
to Section 734(b) of the Code is required, pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
Accounts as a result of a distribution other than in liquidation of a Partner’s
Interest in the Partnership, the amount of such adjustment shall be treated as
an item of gain (if the adjustment increases the basis of such asset) or loss
(if the adjustment decreases such basis) from the disposition of such asset and
shall be taken into account for purposes of computing Profits and Losses;
and

    


    (vii)           notwithstanding
any other provisions of this definition of Profits and Losses, any items that
are specially allocated pursuant to Sections 5.2 and 5.3 hereof shall not be
taken into account in computing Profit or Losses.

    


    The
amounts of the items of Company income, gain, loss, or deduction available to be
specially allocated pursuant to Sections 5.2 and 5.3 shall be determined by
applying rules analogous to those set forth in subparagraphs (i) through (vi)
above.

    


    Purchase
Transaction:  As defined in Section 9.1(b) hereof.

    


    Purchasing
Member:  Either (x) the Initiating Member (or its designee) if
the Responding Member shall have elected in its Exercise Notice not to purchase
the Company Interests of the


    
      
         


      

      
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    Initiating
Member, or (y) the Responding Member (or its designee) if it shall have
indicated in its Exercise Notice its intent to purchase the Company Interest of
the Initiating Member.

    


    Qualified
Manager:  A Person who has such experience and expertise
comparable to that of the Initial Administrative Manager with respect to Loan
Assets and real estate properties.

    


    Redemption
Transaction:  As defined in Section 9.1(b) hereof.

    


    Regulations:  The
final, temporary and proposed Income Tax Regulations promulgated under the Code,
as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

    


    Responding
Member:  As defined in Section 9.1(a) hereof

    


    Selling
Member:  The Member who is not the Purchasing
Member.

    


    Sale
Interest:  The Company Interest of the Selling
Member.

    


    Sale Interest
Return:  An amount equal to the distributions that would be
received by the Selling Member from the date of the applicable Demand Notice to
the date of the full redemption of the Selling Member’s Company Interest
assuming the entire yield that is earned on the Company’s investments during
such period were distributed pursuant to Article VI hereof and the Percentage
Interest of the Selling Member were calculated as if the Selling Member was then
still a Member.

    


    Sale Interest Purchase
Price:  An amount equal to the amount which the Selling Member
would have been entitled to receive upon dissolution of the Company pursuant to
the terms of the Agreement if the Company had sold all of the Company’s assets
for cash to a third party at the price set forth in the Demand Notice and had
utilized such cash first to satisfy all debt obligations and then liquidated the
Company.  In determining this amount it shall be assumed
that:  (i) no prepayment premium or make whole amount is owing to any
lender, (ii) no reserves will be maintained, and (iii) there will be no
brokerage fees, transfer taxes or other transaction costs in connection with
such liquidation and (iv) the proceeds from such liquidation would be
distributed in accordance with Article VI hereof

    


    Tax Matters
Partner:  Shall have the meaning assigned in Section 7.5
hereof.

    


    Transfer:  (i) any
sale, conveyance, transfer or assignment, or the entry into any agreement to
sell, convey, transfer or assign, whether by law or otherwise, of, on, in or
affecting (x) all or part of a Member’s Company Interest (including any
legal or beneficial direct or indirect interest therein, except for transfers of
interests in WRT and Lexington to the extent such transfer does not constitute a
Lexington Change of Control or a WRT Change of Control), (y) any direct or
indirect interest in a Member (including any profit interest), except for
transfers of interests in WRT and Lexington to the extent such transfer does not
constitute a Lexington Change of Control or a WRT Change of Control, or
(z) any direct or indirect interest in a Member,, except for transfers of
interests in WRT and Lexington to the extent such transfer does not constitute a
Lexington Change 


    
      
         


      

      
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    of
Control or a WRT Change of Control, (ii) any Lexington Change of Control,
or (iii) any WRT Change of Control.  For purposes hereof, a Transfer
of an interest in a Member shall be deemed to include (A) if a Member or
controlling equityholder of a Member is a corporation or trust, the voluntary or
involuntary sale, conveyance or transfer of such corporation’s stock or trust’s
beneficial interests (or the stock or beneficial interests of any corporation or
trust directly or indirectly controlling such corporation or trust by operation
of law or otherwise) and (B) if a Member or controlling equityholder of a
Member is a limited or general partnership, joint venture or limited liability
company, the change, removal, resignation or addition of a general partner,
managing partner, limited partner, joint venturer or member or the transfer of
the partnership interest of any general partner, managing partner or limited
partner or the transfer of the interest of any joint venturer or
member.

    


    


    Winthrop:  Winthrop
Realty Trust, an unincorporated association in the form of an Ohio business
trust, together with its permitted successors and assigns.

     

    WRT Change of
Control:  Any of

     

    (A)           The
acquisition by any Person (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) of Beneficial Ownership of 30% or more of either (i) the then
outstanding common shares of beneficial interest of Winthrop (the “Outstanding
Winthrop Common Stock”) or (ii) the combined voting power of the then
outstanding voting securities of Winthrop entitled to vote generally in the
election of trustees (the “Outstanding Winthrop Voting Securities”); provided,
however, that for purposes of this subsection (A), the following acquisitions
shall not constitute a Change in Control: (1) any acquisition directly from
Winthrop or its Affiliates, (2) any acquisition by Winthrop or its Affiliates,
(3) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by Winthrop or its Affiliates, or (4) any acquisition by any entity
pursuant to a transaction which complies with clauses (1), (2) and (3) of
subsection (C) of this definition; or

     

    (B)           Individuals
who, as of the date hereof, constitute the Board of Trustees of Winthrop (the
“Winthrop Incumbent Board”) cease for any reason to constitute at least a
majority of the Board of Trustees of Winthrop; provided, however, that any
individual becoming a trustee subsequent to the date hereof whose election, or
nomination for election by the applicable Person’s shareholders, was approved by
a vote of at least a majority of the trustees then comprising the Winthrop
Incumbent Board shall be considered as though such individual were a member of
the Winthrop Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board of Trustees of Winthrop; or

     

    (C)           Consummation
of a reorganization, merger or consolidation of WRT or Winthrop (a “Winthrop
Business Combination”), in each case, unless, following such Winthrop Business
Combination, (1) all or substantially all of the Persons who had Beneficial
Ownership, respectively, of the applicable Outstanding Winthrop Common Stock and
applicable Outstanding Winthrop Voting Securities immediately prior to such
Winthrop Business Combination, have Beneficial Ownership, of more than 50%,
respectively, of the then outstanding common shares of 

     


    
      
         


      

      
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    beneficial
interest and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of trustees, as the case may be, of
the entity resulting from such Winthrop Business Combination (including, without
limitation, an entity which as a result of such transaction owns the applicable
company or all or substantially all of such company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Winthrop Business Combination of the
applicable Outstanding Winthrop Common Stock and Outstanding Winthrop Voting
Securities, as the case may be, (2) no Person (excluding any entity resulting
from such Business Combination or any employee benefit plan (or related trust)
of such company or such entity resulting from such Business Combination)
acquires Beneficial Ownership of 20% or more of, respectively, the then
outstanding shares of common stock of the entity resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such entity except to the extent that such ownership existed prior
to the Winthrop Business Combination and (3) at least a majority of the members
of the board of directors or board of trustees, as the case may be, of the
entity resulting from such Winthrop Business Combination were members of the
Winthrop Incumbent Board at the time of the execution of the initial agreement
with the successor or purchasing entity in respect of such Winthrop Business
Combination, or of the action of the Board of Trustees of Winthrop, providing
for such Winthrop Business Combination; or

     

    (D)           Approval
of a complete liquidation or dissolution of WRT or Winthrop.

    


    WRP
Management:  As defined in the Recitals hereto.

    


    1.2           Other
Terms.  Unless the context shall require
otherwise:

     

    (a)           Words
importing the singular number or plural number shall include the plural number
and singular number respectively;

     

    (b)           Words
importing the masculine gender shall include the feminine and neuter genders and
vice versa;

     

    (c)           Reference
to “include”, “includes”, and “including” shall be deemed to be followed by the
phrase “without limitation”; and

     

    (d)           Reference
in this Agreement to “herein”, “hereof”, “hereby” or “hereunder”, or any similar
formulation, shall be deemed to refer to this Agreement as a whole, including
the Exhibits.

    


    ARTICLE
II

    GENERAL
PROVISIONS

    


    2.1           Acts of
Formation.  The Members hereby form the Company as a limited
liability company under and pursuant to the provisions of the Company Law and
agree that the rights, duties and liabilities of the Members and the
Administrative Manager shall be as provided in the Company Law, except as
otherwise provided herein.  Upon the execution of this Agreement, the
Members shall be members of the Company.  The actions of Allison
Forrester, as an authorized 


    
      
         


      

      
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    person
within the meaning of the Company Law, in connection with the execution and
delivery of a Certificate of Formation with the Secretary of State of the State
of Delaware is hereby ratified and approved in all respects.

    


    2.2           Further
Action.  The Administrative Manager shall take any and all
action, as may be required, from time to time, under the laws of the State of
Delaware, to give effect to, and continue in good standing, the
Company.

    


    2.3           Name of the
Company.  The name of the Company shall be Lex-Win Concord LLC,
or such other name as the Members may from time to time
determine.  The Administrative Manager shall have the right to cause
the Company to operate under one or more assumed names (which shall not include
the name of any Member or any similar name) where required to comply with the
laws of any states in which the Company is doing business.  The
Administrative Manager shall cause to be filed on behalf of the Company such
company or assumed or fictitious name certificate or certificates or other
similar documents as may from time to time be required by law for the formation
and continuation of the Company as a limited liability company under the laws of
Delaware applicable to a limited liability company and the laws of such other
states in which the Company is doing business regarding the qualification of a
foreign limited liability company.

    


    2.4           Business of the
Company.  The business of the Company shall be
to:  (i) acquire, own, hold, sell, transfer, hypothecate and
ultimately dispose of the Investment Entities; (ii) make, enter into, perform
and carry out any arrangements, contracts or agreements relating to the
foregoing, and (iii) do any and all things necessary or incidental to any of the
foregoing to carry out and further the business of the Company as contemplated
by this Agreement.  The Company shall not engage in any business or
activity not authorized by this Agreement.

    


    2.5           Place of Business;
Registered Agent.  The Company's principal place of business is
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114 or such
other place as the Administrative Manager may, from time to time,
determine.  The Company’s registered agent in Delaware shall be c/o
Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New
Castle County, Delaware 19808.  Such office and registered agent may
be changed from time to time in accordance with the Company Law, as may be
approved the Administrative Manager.

    


    2.6           Duration of the
Company.  The Company shall commence upon the filing of a
Certificate of Formation for the Company in accordance with the Company Law, and
shall continue until dissolved in accordance with Article IX of this
Agreement.

    


    2.7           Title to Company
Property.  A Member’s interest in the Company shall for all
purposes be personal property.  All property owned by the Company,
whether real or personal, tangible or intangible, shall be owned by the Company
as an entity, and no Member, individually, shall have any ownership interest in
that property.

    



    
      
         


      

      
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    ARTICLE
III

    MANAGEMENT

    


    3.1           Management of the
Company.  (a)  Except as otherwise provided herein,
the overall management and control of the business and affairs of the Company
shall be vested in the Members.  Notwithstanding anything herein to
the contrary, to the extent permitted by Section 7.5 of the Concord Operating
Agreement, if Lexington or its Affiliate is pursing a Permitted Investment
independent of the Company, then Lexington shall have no right to approve or
consent to Concord acquiring such Permitted Investment.

    


    (b)           The
Members hereby agree that the members of the Advisory Committee established
pursuant to the terms of the Concord Operating Agreement to be appointed by the
Company shall consist of one person nominated by each of Lexington and
WRT.  Each Member agrees that if its designee to the Advisory
Committee is subject to an action or claim that if adversely determined would
cause a Default Event to occur under clause (e) of the definition of “Default
Event” in the Concord Operating Agreement, such Member shall immediately cause
its designee to resign as a member of the Advisory Committee and replace such
individual with a new designee.  The individuals appointed by each
Member to the Advisory Committee shall only consent to such actions as may be
permitted by, or approved in accordance with, the terms hereof.  WRT
further agrees that during the Commitment Period (as defined in the Concord
Operating Agreement), it shall cause either Michael Ashner or Peter Braverman to
be its nominee to the Advisory Committee so long as Messrs. Ashner or Braverman
are also then officers or trustees of Winthrop.

     

    (c)           Distributions
of Capital Proceeds (as defined in the Concord Operating Agreement) by Concord
shall be made promptly after receipt by Concord thereof, unless both Members
approve the reinvestment of such Capital Proceeds.

     

    3.2           Audit
Committee.  (a)  The Members hereby establish an
Audit Committee (the “Audit Committee”) which Audit Committee shall consist of
up to two voting members and two non-voting members.  The two voting
members shall be one independent trustee of LXP, who shall be appointed by
Lexington, and one independent trustee of Winthrop, who shall be appointed by
WRT.  The two non-voting members shall be the Chief Financial Officer
of each of LXP and Winthrop.  Each Member may change its respective
member appointed to the Audit Committee by giving notice thereof to each of the
other Members and the members of the Audit Committee.

    


    (b)           The
Audit Committee shall have the purpose, rights and powers set forth on Schedule
2 hereto.

    


    3.3           Meetings of the Audit
Committee.  (a)  The Audit Committee shall meet no
less often than quarterly and at least five days prior to the earlier of the
date when  Lexington or WRT is required to file its interim or annual
financial statements with the Securities and Exchange Commission.  The
Administrative Manager shall cause a notice to be sent to each Audit Committee
member at least two days prior to the date of such meeting which notice shall
specify the place, date and hour of the meeting and the agenda for such
meeting.  Attendance by a Audit Committee member at a meeting of the
Audit Committee shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting, at the
beginning of


    
      
         


      

      
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    the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.  Notwithstanding anything herein to the contrary,
any trustee or officer of Lexington or WRT shall be permitted to attend and
participate at all meetings of the Audit Committee.

    


    (b)           Audit
Committee members may participate in a meeting by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such
meeting.  All actions requiring the consent of the Audit Committee
shall be made by a vote of the majority of the members of the Audit
Committee.

    


    (c)           Any
action required or permitted to be taken at any meeting or otherwise requiring
the affirmation, vote, consent or approval of the Audit Committee members may be
taken without a meeting if (i) all of the voting members of the Audit Committee
affirm, vote for, consent to or approve such action in writing, and the writing
or writings are filed with the minutes of proceeding of the Audit Committee or
are delivered to all Members; and (ii) all Audit Committee members are provided
with written notice at least one day prior to the date on which such action is
to be taken of the intent to take such action by written consent.

    


    3.4           The Administrative
Manager.  (a)  The Members agree that in order to
help facilitate the Company’s business that a Person be retained on an annual
basis by the unanimous vote of the Members to serve as the administrative
manager of the Company.  The Initial Administrative Manager is hereby
appointed as the initial administrative manager of the Company and the Company
is hereby authorized to enter into the Administration Agreement.

    


    (b)           The
Members shall agree on or before November 15 of each year as to the Person to be
retained as the administrative manager of the Company for the following year
provided that in no event shall a Person be retained as the administrative
manager that is not a Qualified Person.  To the extent that the
Members are unable to agree on the Person to serve as the administrative manager
of the Company, the then administrative manager of the Company shall continue to
serve as the Administrative Manager in accordance with the terms of the
Administration Agreement until the Members are able to agree on the replacement
administrative manager.  Any Administration Agreement entered into
with a replacement administrative manager shall be on such terms and conditions
no less favorable to the Company than the Initial Administration
Agreement.

    


    (c)           In
addition to all other rights granted to, and the obligations of, the
Administrative Manager hereunder and under the Management Agreement, the
Administrative Manager shall be authorized to all actions that are “ministerial”
or “administrative” in nature including, without limitation, (i) modifying the
terms of a document underlying a Loan Asset unless the economic terms of such
Loan Asset, the security for such Loan Asset or the maturity date of such Loan
Asset are modified, (ii) establishing and maintaining one or more bank accounts
in the name and on behalf of the Company or an Investment Entity, as applicable;
(iii) taking all action and execute and deliver all documents and agreements, in
each case in the name and on behalf of the Company, which are customarily
considered administrative in nature or are authorized by the Members in
accordance with this Agreement or are authorized for the Administrative Manager
to execute or deliver pursuant to this Agreement, (iv) causing the Company or an
Investment Entity to pay the fees under contracts to which the Company or an
Investment Entity is a party, in all cases as


    
      
         


      

      
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    approved
in accordance with the terms hereof, or to professionals retained by the Company
or an Investment Entity; (v) exercising such other authority as shall be
approved by the Audit Committee or the Members in accordance with the terms
hereof; (vi) administering the day-to-day activities of the Company; (vi)
investing any and all cash reserves of the Company or an Investment Entity in
short term securities issued by the United States Treasury or in such other
investments as may be approved from time to time by the Members; and
(vii) taking such other actions as are authorized by the Members in
accordance with this Agreement, are otherwise expressly authorized to be taken
by the Administrative Manager pursuant to this
Agreement.  Notwithstanding the foregoing, in no event will any action
constituting a Major Decision be deemed “ministerial” or “administrative” in
nature.

    


    (d)           The
Administrative Manager shall provide to the Members an investment memorandum
with respect to each potential investments to be made by the Company or an
Investment Entity, describing the potential investment in such detail as the
Members shall reasonably agree, which memorandum shall include a summary which
describes the manner in which such investment is expected to comply (or not
comply) with the requirements of Section 3.5 hereof and the accounting firm or
other tax advisor that reviewed such REIT compliance analysis.

    


    3.5           Special REIT
Rules.  (a)  The Members and the Administrative
Manager, subject to the limitations on the Administrative Manager’s authority in
this Agreement, shall use commercially reasonable efforts to cause the Company
to operate as if it were subject to the REIT rules of the Code described below,
except as otherwise permitted by prior written consent of the
Members:

     

    (i)           the
"75 percent gross income test" set forth in Section 856(c)(3) of the Code and
the "95
percent gross income test" set forth in Section 856(c)(2) of the Code;
and

     

    (ii)           the
gross assets tests set forth in Section 856(c) of the Code: (A) the "75 percent
asset test" set
forth in Section 856(c)(4)(A) of the Code, (B) the "25 percent asset test" set
forth in Section 856(c)(4)(B)(i) of the Code, (C) the "20
percent value limitation" set forth in Section 856(c)(4)(B)(ii) of the Code, (D)
the "5 percent value limitation" set forth in Section 856(c)(4)(B)(iii)(I) of
the Code and (E) the "10 percent vote and value limitations" set forth in
Sections 856(c)(4)(B)(iii)(II) and (III) of the Code.

     

    The
Members hereby agree that the Managing Member and the Company shall not be
treated as being in violation of this Section 3.5(a) with respect to the assets
held as of the date hereof, directly or indirectly, by the Company (as may be
taken into account for purposes of this Section 3.5) or with respect to the
projected income with respect to such assets.  For purposes of the
foregoing tests, any ”mezzanine” loans secured by an equity interest in an
entity and any interest therefrom shall not be treated as satisfying such tests
unless such loans and interest are in substantial compliance with the
requirements of Revenue Procedure 2003-65 based upon the advice of a tax counsel
or advisor, except as otherwise permitted by prior written consent of the
Members.

     


    
      
         


      

      
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    (b)           The
Members and the Administrative Manager, subject to the limitations on the
Administrative Manager’s authority in this Agreement, shall use commercially
reasonable efforts to cause the Company not to dispose of any real property in a
transaction that would be treated as a "prohibited transaction" within the
meaning of Section 857(b)(6)(B)(iii) of the Code, unless (i) the transaction
qualifies for the safe harbor, set forth in Section 857(b)(6)(C) of the Code,
applied to the Company as if the Company were subject to Section 857(b)(6),
taking into account any other “safe harbor” transactions engaged in by the
respective Member in determining whether seven sales has occurred during the
year, including any such transactions engaged in by a joint venture, partnership
or limited liability company in which such Member invests (which information
such Member will provide to the Members and Company upon written request), (ii)
the transaction is required under this Agreement, (iii) the property is disposed
of in connection with or in lieu of foreclosure, (iv) the property is
transferred in a tax free exchange under the Code or (v) the Members
consent.

     

    (c)           The
Members and the Administrative Manager, subject to the limitations on the
Administrative Manager’s authority in this Agreement, shall use commercially
reasonable efforts to cause the Company to make distributions to the Members in
compliance with the “90% distribution requirement” of Section 857(a)(1) of the
Code, provided
that the Members, the Administrative Manager and the Company shall not be in
violation of this Section 3.5(c) if:

     

    (i)           the
Company makes the distributions required by Article VI of this Agreement,
and

     

    (ii)           the
distributions required by Article VI of this Agreement are insufficient to
satisfy the 90% distribution requirement.  In such event, the
Administrative Manager shall notify the Members of such
insufficiency.  Neither any Member, the Administrative Manager nor the
Company shall be required to incur debt to make additional distributions unless
either requests it and both Members agree, in which case the Members shall use
commercially reasonable efforts to cause the Company to incur additional debt on
commercially reasonable terms in order to make such additional distributions to
both Members.

     

    Notwithstanding
anything to the contrary in this Article VI, in no event shall the Managing
Member or the Company have any liability to a Member or Affiliate with respect
to the Company's failure to comply with the distribution requirements of this
Section 3.5 to the extent that such failure is attributable to the use of cash
to acquire a Permitted Investment or to fund a capital expenditure approved
pursuant to the terms of this Agreement.

     

    (d)           Without
limiting the foregoing, the Members and the Administrative Manager, subject to
the limitations on the Administrative Manager’s authority in this Agreement,
shall cause the Company to take such other reasonable steps as shall be
requested in writing in good faith by each Member, which the requesting Member
believes in good faith is necessary in order for its ultimate owning entity that
has elected to qualify as REIT to continue to qualify as a REIT (determined
assuming that, without regard to its investment in the Company, such ultimate
parent entity  otherwise would qualify as a REIT) and no other
reasonable steps or action could be taken by the requesting Member (in lieu of
the Company taking any requested steps) to enable such parent to so
qualify.

     


    
      
         


      

      
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    (e)           Notwithstanding
anything to the contrary in this Agreement, in no event shall a Member, the
Administrative Manager or the Company have any liability to a Member or its
Affiliate with respect to its failure to qualify as a REIT so long as the
Member, the Administrative Manager and the Company have acted in good faith and
used commercially reasonable efforts to satisfy their respective obligations set
forth in this Section 3.5.

     

    3.6           Services of the Members;
Company Opportunities.  (a) The Members, the Audit Committee
and the Administrative Manager shall devote such time and effort to the business
of the Company as shall reasonably be necessary to promote adequately the
interests of the Company and the mutual interests of the Members, and shall
perform its duties with the same degree of care it exercises with respect to
loans where it is the sole participant; however, it is specifically understood
and agreed that the Members and their respective Affiliates shall not be
required to devote full time to the business of the Company and that, except as
otherwise provided in this Section 3.6 the Members or in such other agreements
in effect from time to time among the two or more of the parties hereto, the
Audit Committee the Administrative Manager and their respective Affiliates may
at any time and from time to time engage in and possess interests in other
business ventures of any and every type and description, and neither the
Company, the Members nor the Administrative Manager shall by virtue of this
Agreement or otherwise have any right, title or interest in or to such
independent ventures.

    


    (b)           Each
Member agrees for itself and its respective Affiliates to at all times comply
with the provisions of Section 7.5 of the Concord Operating
Agreement.  Notwithstanding the foregoing, Lexington shall not have
the right to acquire or originate, either directly or through its Affiliate
other than the Company, a Permitted Investment, other than a Permitted
Exception, if the Administrative Manager notifies Lexington that it would be
recommending that such Permitted Investment be acquired or originated by Concord
prior to Lexington advising the Administrative Manager that it will be pursuing
such Permitted Investment independent of Concord.

    


    3.7           Reimbursement of Expenses;
Fees.  Notwithstanding anything else herein but subject to Article X
hereof, neither the Members nor the Administrative Manager shall be entitled to
reimbursement or payment for their expenses associated with Company
activities.

    


    ARTICLE
IV

    CAPITAL
CONTRIBUTIONS

    


    4.1           Capital.  The
capital of the Company shall consist of the amounts contributed to the Company
pursuant to this Article IV.

    


    4.2           Capital
Contributions.  (a)  Each of the Members has
previously made Capital Contributions to the Company in the amounts set forth on
the books and records of the Company.

    


    (b)           At
such time or times as the Company is required to make an additional capital
contribution (the “Additional Capital Contribution”) to an Investment Entity
pursuant to Section 3.5 of the Concord Operating Agreement or the Members
otherwise agree to make an additional capital contribution, the Administrative
Member shall deliver notice thereof to each Member (the “Capital Call”) setting
forth the total amount required to be contribute to the Investment Entity (the
“Capital Call Amount”).  Within five days of receipt of the Capital
Call,


    
      
         


      

      
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    each
Member shall, make an Additional Capital Contribution to the Company in an
amount equal to the product of (1) the Ownership Percentage of such Member and
(2) the Capital Call Amount.  If a Member shall fail to timely make a
required Additional Capital Contribution pursuant to this paragraph (b), the
other Members shall have the right, but not the obligation, to satisfy such
Member’s Additional Capital Contribution by making a loan (the “Default Loan”)
to the Company equal to the product of (i) the amount of the defaulting Member’s
Additional Capital Contribution and (ii) a fraction, the numerator of which is
such Member’s Ownership Percentage and the denominator of which shall be the
aggregate Ownership Percentages of all Members electing to make a loan to the
Company.  All Default Loans shall bear interest at the Default Rate
and shall be payable from the assets of the Company.

    


    (c)           Except
as set forth in this Section 4.2, no Additional Capital Contributions shall be
required or permitted of any Member without the consent of all
Members.

    


    4.3           Capital
Accounts.  (a) The Administrative Manager shall cause to be
kept for each Member a capital account ("Capital Account") which shall be
computed from the date hereof in accordance with the following
terms:

    


    (i)           Initially,
the Capital Account of each Member shall be credited with each Member’s
respective initial Capital Contribution.  Thereafter, each Member’s
Capital Account shall be credited with any additional Capital Contributions made
or contributed by such Member and such Member’s allocable share of Profits, any
individual items of income and gain allocated to such Member pursuant to the
provisions of Article IV, and the amount of additional cash, or the fair market
value of any Company asset (net of any liabilities assumed by the Company and
liabilities to which the asset is subject), contributed to the Company by such
Member or deemed contributed to the Company by such Member in accordance with
Regulations Section 1.704-1(b)(2)(iv)(c).

     

    (ii)           The
Capital Account of each Member shall be debited with the Member’s allocable
share of Losses, any individual items of expenses and loss allocated to such
Member pursuant to the provisions of Article IV, the amount of any cash
distributed to such Member and the fair market value of any Company asset (net
of any liabilities assumed by the Member and liabilities to which the asset is
subject) distributed to such Member or deemed distributed to such Member in
accordance with Regulations Section 1.704-1(b)(2)(iv)(c).

     

    (iii)           In
the event that any Company Interest of a Member is transferred in accordance
with the terms of this Agreement, the transferee shall succeed to the Capital
Account of the transferor to the extent it relates to the
transferred  Company Interest  of such Member.

     

    (iv)           In
the event that the Gross Asset Value of any Company asset is adjusted as
described in the definition of “Gross Asset Value”, the Capital Accounts of all
Members shall be adjusted in accordance with Regulation
Section 1.704-1(b)(2)(iv)(f) or Regulation
Section 1.704-1(b)(2)(iv)(m), as applicable, to reflect such
adjustment.

     


    
      
         


      

      
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    (v)           The
foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Regulation
Section 1.704-1(b) and shall be interpreted and applied in a manner
consistent with such Regulation.  In the event that the Members shall
determine that it is prudent to modify the manner in which the Capital Accounts,
or any debits or credits thereto, are computed in order to comply with such
Regulation, the Members may make such modification; provided, however, that if such
modification constitutes an adverse effect, it shall become effective only upon
the consent of any Member to whom such modification would constitute an adverse
effect.

     

    (b)           No
interest shall be paid by the Company on any Capital Contribution.  A
Member shall not be entitled to demand the return of, or to withdraw, any part
of his Capital Contribution or any balance in his Capital Account, or to receive
any distribution, except as provided for in this Agreement.  Neither
the Administrative Manager nor any Member shall be liable for the return of the
Capital Contributions of any other Member and no Member shall have any
obligation to restore the amount of any deficit in its Capital Account to the
Company.

    


    ARTICLE
V

    ALLOCATIONS OF PROFIT AND
LOSS

    


    5.1           Allocations of Profit and
Loss.  Profit and Loss for any fiscal year of the Company shall
be allocated among the Members in accordance with their Ownership Percentages
from time to time, provided that to the extent that distributions are made
pursuant to Section 6.3 hereof (in the case of Default Events), Profit shall be
allocated among the Members in the same amount (as nearly as possible) that such
distributions are made to the Members pursuant to such section.

    


    5.2           Regulatory
Allocations.  Prior to making the allocations provided for in
Section 5.1, the following allocations shall be made:

    


    (a)           Loss
Limitation.  Notwithstanding the preceding provisions of this
Article IV, no Loss shall be allocated to a Member to the extent it would
increase or cause such Member to have an Adjusted Capital Account Deficit as of
the end of a fiscal year.  Any Loss that cannot be allocated to a Member as
a result of this limitation shall be specially allocated to the other Members to
the extent that it will not cause such other Members to have an Adjusted Capital
Account Deficit.

    


    (b)           Qualified Income
Offset.  If a Member unexpectedly receives any adjustments,
allocations, or distributions described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), or
otherwise has an adjusted Capital Account deficit as of the end of a fiscal
year, items of Company income and gain shall be specially allocated to the
Member in an amount and manner sufficient to eliminate, to the extent required
by the Regulations, the adjusted Capital Account deficit of the Member as
quickly as possible; provided that an
allocation pursuant to this Section 5.2(b) shall be made only if and to the
extent that such Member would have an adjusted Capital Account deficit after all
other allocations provided for in this Article have been tentatively applied as
if this Section 5.2(b) were not in the Agreement.


    
      
         


      

      
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    (c)           Minimum Gain
Chargeback.  Notwithstanding the preceding provisions of this
Article IV, except as otherwise provided in Regulations Section 1.704-2(f), if
there is a net decrease in the Company Minimum Gain during a fiscal year, then
each Member with a share of Company Minimum Gain shall be allocated items of
income and gain for that year (and, if necessary, subsequent years), in
accordance with Regulations Sections 1.704-2(f) and 1.704-2(j)(2)(i), in an
amount equal to such Member’s share of the net decrease in the Company Minimum
Gain.  This Section 5.2(c) is intended to comply with the minimum gain
chargeback requirement in Regulations Section 1.704-2(f) and shall be
interpreted consistently therewith.

    


    (d)           Member Minimum Gain
Chargeback.  Notwithstanding any other provision of this
Article IV except as otherwise provided in Regulation Section 1.704-2(i)(4), if
there is a net decrease in the Member Nonrecourse Debt Minimum Gain during a
fiscal year, then after the allocation required by Section 5.2(c) but prior to
any other allocation for the year, each Member with a share of the Member
Nonrecourse Debt Minimum Gain shall be allocated income and gain for that year
(and, if necessary, subsequent years), in accordance with Regulations Section
1.704-2(j)(2)(ii), in an amount equal to such Member's share of the net decrease
in the Member Nonrecourse Debt Minimum Gain.  This Section 5.2(d) is
intended to comply with the partner minimum gain chargeback requirement in
Regulations Section 1.704-2(i)(4) and shall be interpreted consistently
therewith.

    


    (e)           Nonrecourse
Deductions.  Nonrecourse Deductions for each fiscal year shall
be allocated among the Members in accordance with Section 5.1
hereof.

    


    (f)           Member Nonrecourse
Deductions.  Notwithstanding anything to the contrary herein,
Member Nonrecourse Deductions for each fiscal year shall be allocated to the
Member who bears the economic risk of loss with respect to the Member
Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in
accordance with Regulations Section 1.704-2(i)(1).

    


    5.3           Effect of Regulatory
Allocations.  The allocations set forth in Section 5.2 (the
"Regulatory Allocations") are intended to comply with certain requirements of
Regulations Sections 1.704-1(b) and 1.704-2.  The Regulatory
Allocations may not be consistent with the manner in which the Members intend to
divide Company Profit or Loss under Section 5.1. Accordingly, to the extent
permitted under Regulations Section 1.704-1(b), the Regulatory Allocations shall
be taken into account in allocating Profit, Loss and other items among the
Members so that the net amount of such allocations and the Regulatory
Allocations to each Member shall equal the net amount that would have been
allocated to each Member if the applicable Regulatory Allocations had not been
made.

    


    5.4           Other Allocation and
Distribution Rules.  (a)  Except as otherwise
provided in this Agreement, for each fiscal year of the Company, each item of
Company income, gain, loss and deduction shall be allocated among the Members in
the same proportions as they share Profit or Loss, as the case may be, for such
year.

     

    (b)           If
any Company Interest is transferred pursuant to and in compliance with Article
7, then, unless otherwise determined by the Members, Profit and Loss and other
items

     

    
      
         


      

      
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    allocable
to the transferred Company Interest shall be divided and allocated between the
transferor and the transferee by taking into account their varying interests
during the relevant period in accordance with Section 706(d) of the Code using
the interim closing of the books method as of the effective date of such
transfer.

     

    5.5           Tax Allocations; Code
Section 704(c) and 704(c) Type Allocations.  The following
allocations are solely for purposes of federal, state and local income taxes and
shall not affect or in any way be taken into account in computing any Member’s
Capital Account or share of Distributions:

    


    (a)           Section 704(c)
Allocations.  Notwithstanding Section 5.5(b), items of income,
gain, loss and deduction to be allocated for income tax purposes (collectively,
“Tax Items”) with respect to Company property that is subject to Code Section
704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f) (collectively, “Section
704(c) Tax Items”) shall, to the extent so required, be allocated using any
reasonable method as agreed upon by the Members and in accordance with the
Treasury Regulations.

    


    (b)           Income Tax
Characterization.  For purposes of determining the character
(as ordinary income or capital gain) of any gain allocated to the Members
pursuant to Sections 5.1 or 5.2, such portion of the taxable income of the
Company which is treated as ordinary income attributable to depreciation
recapture shall, to the extent possible, be allocated among the Members in
proportion to and to the extent of the amount of tax depreciation previously
allocated to them.

    


    (c)           Allocations of Tax
Items.  Except as otherwise provided in Sections 5.5(a) and
(b), allocations of Company income, gain, loss, deduction and credit, as
computed for federal income tax purposes, for each fiscal year shall be
allocated among the Members in the same manner as the related items were
allocated for Capital Account purposes pursuant to Sections 5.1 and
5.2.

    


    5.6           Tax
Elections.  The Members shall determine whether the Company
shall make any applicable tax elections, including an election in accordance
with Section 754 of the Code to adjust the basis of the assets of the Company
for Federal income tax purposes in the event of a distribution of Company
property as described in Section 734 of the Code or a transfer by any Member of
its Company Interest as described in Section 734 of the Code.

    


    ARTICLE
VI

    DISTRIBUTIONS

    


    6.1           Distributions.  Distributions
pursuant to this Article VI shall be made within two (2) Business Days of
receipt by the Company of a distribution from an Investment Entity; provided,
however, the Company shall maintain a reserve at all times of such amount as may
be determined by the Members but not less than $1,000,000.

     

    6.2           Distributions prior to a
Default Event.  So long as the Company is the Managing Member
of Concord, distributions shall be made to the Members in accordance with their
Ownership Percentages and in the form of cash only.


    
      
         


      

      
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    6.3           Distributions after a
Default Event.  If a Default Event pursuant to clause (a), (b),
(e), (g) or (h) of such definition occurs and the Company is removed as the
Managing Member of Concord, then distributions shall be made as
follows:

    


    (i)           the
amount to be distributed to the Non-Defaulting Member shall be based on and
shall equal the distributions which such Member would have received if the
Default Event had not occurred, which distribution amount shall be based on (x)
in the case of distributions from Concord, the actual aggregate distributions
made by Concord and assuming that the Company was entitled to receive that
portion of such distributions as if it were still the managing member of Concord
(including any promoted interest payable to the managing member of Concord) and
(y) with respect to distributions from WRP Management and or on account of the
management fee payable under the Concord Operating Agreement, (1) the actual
fees that would have been paid to WRP Management and the Company in accordance
with the Advisory Agreement and the Concord Operating Agreement, again assuming
that the Company were still the managing member of Concord, less (2) the
payments that would have been required to have been paid by WRP Management and
the Company under the Advisory Agreements; and

    


    (ii)           the
Defaulting Member shall be entitled to the balance of such
distribution.

    


    To the
extent that the Company has insufficient funds to fully satisfy the distribution
payable under clause (i) hereof, the Defaulting Member shall be liable to the
Non-Defaulting Member for such deficiency.  If a Defaulting Member
fails to pay the amounts due hereunder within 10 days of notice thereof from the
Company or the Non-Defaulting Member, such amounts shall bear interest at a rate
of 15% per annum, compounded monthly.

    


    ARTICLE
VII

    BOOKS AND RECORDS;
ACCOUNTS

    


    7.1           Books and
Records.  True and correct books of account with respect to the
operations of the Company shall be kept at the principal place of business of
the Company.  The Administrative Manager shall be responsible for
keeping the books of account.  The Company shall also maintain at its
principal place of business the following records:  (a) a current list
of the full name and last known business or residence address of each Member set
forth in alphabetical order, (b) a copy of the Certificate of Formation of the
Company and all certificates of amendment thereto, together with executed copies
of any powers of attorney pursuant to which any certificate has been executed,
(c) copies of the Company's Federal, state and local income tax returns and
reports, if any, for the three most recent years and (d) copies of this
Agreement and any amendments hereto and of any financial statements of the
Company for the three most recent years.

    


    Any Member shall have the right, at its
own expense, to examine, or have its duly authorized representative examine, the
books of account of the Company and such other 

      information
reasonably related to such Member's interest in the Company, and the Company
shall make them available at the office at which those books are
maintained.

      


      7.2           Quarterly and Annual
Reports.  (a)  The Administrative Manager shall
prepare and distribute to the Members within 25 days after the end of each
fiscal quarter a year-to-date

    


    
      
         


      

      
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    consolidated
report with respect to the Company (with the last month of each such report
comprised of forecasted, rather than actual, results), prepared in accordance
with GAAP, consistently applied, including (i) a balance sheet, (ii) a profit
and loss statement, (iii) a statement of changes in the Members’ Capital
Accounts and (iv) calculations in sufficient detail to verify the accuracy of
all fees and other amounts paid or payable to the Administrative Manager or its
Affiliates.

     

    (b)           The
Administrative Manager shall prepare and distribute to the Members within 45
days after the end of each fiscal year draft audited financial statements with
respect to the Company.  Such financial statements shall be prepared
in accordance with GAAP and shall be audited at the Company’s expense by such
nationally recognized firm of independent certified public accountants selected
by the Administrative Manager.  All reports delivered pursuant to this
Section 7.2(b) shall also include unaudited calculations in sufficient detail to
verify the accuracy of all distributions paid by the Company.

     

    (c)           The
Administrative Manager shall prepare and distribute such other reports,
statements and information regarding the Company and its direct and indirect
assets as a Member may reasonably request from time to time including, without
limitation, such reports as may be requested to confirm Concord’s compliance
with Section 7.4 of the Concord Operating Agreement.

    


    7.3           Accounting Basis and Fiscal
Year.  The Company's books shall be kept on the accrual method
of accounting.  The fiscal year of the Company shall be the calendar
year.

    


    7.4           Tax
Returns.  (a)  The Administrative Manager shall cause
the Company to prepare or cause to be prepared and shall file on or before the
due date (or any extension thereof) any Federal, state or local tax returns
required to be filed by the Company.  The Company shall furnish each
Member within 60 days of the end of each fiscal year or as soon thereafter as
such information is available to the Company, with such information as may be
needed to enable such Member to file its Federal income tax return and any
required state income tax return.  The Administrative Manager shall
cause the Company to pay, out of available cash flow and other assets of the
Company, any taxes payable by the Company.  Except as otherwise set
forth in this Agreement, all decisions regarding tax elections shall be made by
the Administrative Manager.

    


    (b)           Each
Member agrees to report, on his or its own income tax returns each year, each
item of income, gain, loss, deduction and credit as reported by the Company to
such Member on the Schedule K-1 (or other similar tax report) issued by the
Company to such Member for such year.  Except: (i) as otherwise
required by law or (ii) to the extent disclosed previously by a Member no Member
shall take any tax reporting position that is inconsistent in any respect with
any tax reporting positions taken by the Company or any entity in which the
Company owns any equity interest, and, in the event of a breach by such Member
of the provisions of this Section 7.4(b), such Member shall be liable to the
Company and the other Members for any costs, liabilities and damages
(including, without limitation, consequential damages) incurred by any of them
on account of such breach.

      


      7.5           Tax Matters
Member.  WRT is hereby designated the "Tax Matters Partner"
pursuant to Section 6231 of the Code (and any comparable provision of applicable
state and local 

    


    
      
         


      

      
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    tax
laws).  The Members hereby consent to such designation and agree to
take any further action as may be required to effectuate and maintain such
designation and WRT is authorized to take such actions as may be required to
effectuate and maintain such designation.

    


    7.6           Reports to
Members.  The Administrative Manager shall cause all material
reports and other documents received by it with respect to investments by the
Investment Entities to be delivered to the Members within five business days of
receipt thereof.  The Administrative Manager shall promptly give
notice to the Members any development of which the Administrative Manager is
aware that in its reasonable judgment will result in a material adverse effect
to the Company or that would result in action requiring the consent of the
Members hereunder.

    


    7.7           REIT Compliance
Reports.  The Administrative Manager shall cause REIT test
checklists with respect to the assets and operations of the Company (or
comparable summaries reasonably satisfactory to the Members) that have been
reviewed by a nationally recognized public accounting firm selected by the Audit
Committee, to be delivered to Lexington on a quarterly and annual basis and
within the time frames for delivering documentation set forth in Section
7.2.  Such REIT test checklists or comparable summaries shall include,
to the extent not already provided to the Members, a summary of any new
investments (directly or indirectly) made by the Company during the quarter and
whether such Company investments are in compliance or noncompliance with the
applicable REIT requirements.

    


    ARTICLE
VIII

    ASSIGNABILITY OF INTERESTS;
ADDITIONAL MEMBERS

    


    8.1           General
Conditions.  Whether or not otherwise permitted by this
Agreement, no Member shall Transfer all or any portion of its Company Interest,
or any rights to receive any Distributions under this Agreement if, in the
opinion of counsel to the Company or, in the opinion of counsel to the
non-transferring Members, which counsel is satisfactory to the transferring
Member, in its reasonable discretion, the Transfer would (a) cause the
termination or dissolution of the Company under the Company Law; (b) require
registration under the Securities Act of 1933, as amended, or under any other
securities law or result in the violation of any applicable state securities
laws; (c) cause the Company or any Member to be subject to any additional
regulatory requirements; (d) cause the Company to be taxed as a corporation
under the Code; or (e) cause a default under any agreement to which the Company
is a party.

    


    8.2           Transfer by
Members.  No Member may Transfer all or any portion of its
Company Interest without the consent of all Members other than to an Affiliate
of such Member.  Notwithstanding the preceding sentence, each Member
agrees that its consent will not be unreasonably withheld if such purported
Transfer is to a Person that has provided evidence sufficient to the consenting
Member that such Person has the financial capability to make capital
contributions to the Company equal to not less than 12.5% of the Company’s total
net asset value.

     

    8.3           Additional
Member.  A transferee of all or part of the Company Interest of
a Member permitted under this Agreement shall be admitted to the Company as an
Additional Member and be listed as a Member on the books and records of the
Company only if (a) the transferring Member gives such right to the transferee,
(b) except for transfers to an Affiliate, the


    
      
         


      

      
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     Members
consent to the admission of the transferee, which consent may be withheld in the
Members' sole discretion, (c) the transferee shall execute and deliver an
agreement reasonably satisfactory to and approved by the Members, agreeing to
assume and to be bound by and to comply with all of the terms and conditions of
this Agreement applicable to the Members, (d) the transferee shall execute, and
deliver all necessary certificates or other documents and perform such other
acts as may be required under the Company Law or other applicable laws and
regulations to effectuate the admission of the Additional Member and to preserve
the status and legal compliance of the Company as reasonably satisfactory to and
approved by the Members and (e) the transferee shall pay all reasonable expenses
of the Company and the Members connected with the admission including, but not
limited to, reasonable legal and accounting fees and disbursements.

    


    8.4           Treatment.  Until
compliance with the provisions of Section 8.3, the Company shall be entitled to
treat the record owner of any Company Interest as the absolute owner of such
Company Interest in all respects and shall incur no liability for Distributions
made to such owner.

    


    8.5           Other Transfers
Void.  Any Transfer made in violation of the provisions of this
Article VII or of Article VIII shall be null and void and shall not bind the
Company or any Member.

    


    8.6           No
Release.  In the event of any such transfer by a Member in
compliance with the provisions of this Article VII, the transferor shall
continue to be obligated under this Agreement for any failure of the transferee
to perform any duty or obligation under this Agreement or otherwise to violate
the terms of this Agreement.

    


    ARTICLE
IX

    BUY/SELL
RIGHTS

    


    9.1           Right to
Purchase.  (a)  At any time after the later of (i)
the date on which the Initial Preferred Member  (as defined in the
Concord Operating Agreement) shall no longer have the right to exercise its
option to have its interest in Concord redeemed pursuant to Section 10.1 of the
Concord Operating Agreement or (ii) if the Initial Preferred Member has
exercised its right to have its interest in Concord redeemed pursuant to Section
10.1 of the Concord Operating Agreement, the final redemption of such interest,
either Member (such Member being hereinafter referred to as the “Initiating
Member”), shall have the right to give written notice (the "Demand Notice") to
the other Member (such being hereinafter referred to as the “Responding
Member”), of the Initiating Member’s intent to rely on this Article IX and to
purchase for cash all, but not less than all, of the Company Interests owned by
the Responding Member, whereupon the provisions set forth in this Article IX
shall apply.  In the event that one or more Members is deemed to have
delivered a Demand Notice, the Member who shall be deemed to have first
delivered such Demand Notice pursuant to Section 13.1 hereof shall be deemed the
Initiating Member or if more than one Member shall be deemed to have delivered a
Demand Notice on the same date, the Member or Members whose Demand Notice sets
forth the highest price shall be deemed the Initiating Member.

     

    (b)           The
Demand Notice shall set forth the cash purchase price at which the Initiating
Member would be willing to purchase (or to cause its designee to purchase) an
undivided one hundred percent (100%) interest in the Company and whether it is
electing to acquire the Sale


    
      
         


      

      
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    Interest
in accordance with Section 9.2(a) (a “Purchase Transaction”) or have the Sale
Interest redeemed in accordance with Section 9.2(b) hereof (a “Redemption
Transaction”).

    


    (c)           The
Responding Member shall have the option, exercisable by giving written notice
(the “Exercise Notice”) to the Initiating Member within twenty (20) days after
receipt of the Demand Notice (such period being referred to as the “Option
Period”), to agree to either (i) sell to the Initiating Member its Company
Interest on the terms and conditions set forth in Section 9.2(a), if the Demand
Notice provides a Purchase Transaction, or have its interest redeemed on the
terms and conditions set forth in Section 9.2(b) if the Demand Notice provides
for a Redemption Transaction, (ii) purchase from the Initiating Member its
Company Interests pursuant to a Purchase Transaction or cause the Company to
redeem the Initiating Member its Company Interests pursuant to a Redemption
Transaction, or (iii) if the Initial Preferred Member has elected to have its
interest in Concord redeemed, to cause the Company to be liquidated in
accordance with the provisions of Article XI hereof.  Failure to give
notice within the required time period shall be deemed an election by the
Responding Member to sell to the Initiating Member its Company
Interest.

    


    Section
9.2  Procedure
for Purchase of Sale Interests.  (a)  If the
Purchasing Member has elected to purchase the Sale Interest pursuant to a
Purchase Transaction, then:

     

    (i)           Within
five (5) days of delivery of the Exercise Notice, the Purchasing Member shall
deliver to the law firm regularly engaged by Concord in connection with its
acquisitions and dispositions of Loan Assets, or such other mutually acceptable
escrow agent, in escrow, a deposit in good funds equal to five (5%) percent of
the Sale Interest Purchase Price, which deposit shall be applied against the
Sale Interest Purchase Price at the Closing.

     

    (ii)           The
closing of a purchase of the Sale Interest pursuant to this Section 9.2(a) shall
be held on such date as the Purchasing Member shall determine (the "Buy-Sell
Closing Date") by giving Selling Member at least ten (10) days prior notice
thereof, but in no event earlier than ten (10) days, and no later than sixty
(60) days, after the date of the Exercise Notice or, if no Exercise Notice is
delivered, the expiration of the Option Period, subject to the terms and
conditions specified in this Section 9.2(a).

     

    (iii)           Except
as otherwise provided for in this Agreement, the closing (the "Closing") of any
transfer of a Sale Interest between the Members pursuant to this Section 9.2(a)
shall take place on the Buy-Sell Closing Date at such time and place in New
York, New York as the Purchasing Member may designate.  If the
Purchasing Member fails to designate the time and place of closing within the
prescribed period, then the closing shall occur on the Buy-Sell Closing Date at
10:00 a.m. at the Company's principal place of business.  Prior to or
at the Closing, Selling Member shall supply to Purchasing Member all documents
customarily required (or reasonably required by Purchasing Member) to make a
good and sufficient conveyance of the Sale Interest to the Purchasing Member,
which documents shall be in form and substance reasonably satisfactory to the
Purchasing Member.  At Closing, the Purchasing Member shall pay the
Sale Interest Purchase Price by wire transfer of immediately available
funds.  It shall be an express condition precedent to the Closing and
to the obligation of Purchasing Member to pay the Sale Interest Purchase Price
and to assume Selling Member's

     


    
      
         


      

      
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    obligations
hereunder that the Sale Interest being transferred is free and clear of all
liens, encumbrances, restrictions or claims of any kind.  This
condition is for the sole benefit of Purchasing Member and may be waived by
Purchasing Member in whole or in part in its sole discretion.  If
Purchasing Member waives this condition, Purchasing Member may reduce the Sale
Interest Purchase Price by the amount of any lien or other encumbrance which
encumbers the Sale Interest.  Each party shall pay its own attorneys'
fees and expenses incurred in connection with the Closing.

     

    (b)           If
the Purchasing Member has elected to cause the Company to redeem the Sale
Interest pursuant to a Redemption Transaction, then:

    


    (i)           No
later than twenty (20) days after delivery of the Exercise Notice, the
Purchasing Member shall deliver to the Selling Member an amount equal the
Initial Payment.

    


    (ii)           The
balance of the redemption amount for the Sale Interest shall be paid in one or
more payments in immediately available funds to the Selling Member over a period
of time not to exceed 24 months from the date of the Demand Notice, which
payments aggregate the sum of (x) the Sale Interest Purchase Price less the
Initial Payment, and (y) a return thereon equal to the greater of (A) 10% or (B)
the Sale Interest Return.

    


    (iii)           The
Company shall apply all distributions received from Concord pursuant to Section
5.3 of the Concord Operating Agreement first to the satisfaction of the amounts
payable to the Selling Member pursuant to this Section 9.2(b) prior to making
any distributions of such amounts pursuant to Article VI hereof.

    


    (c)           As
of the effective date of any transfer of a Sale Interest pursuant to Section
9.2(a) or the payment pursuant to Section 9.2(b)(i), the Purchasing Member shall
assume all obligations of the Selling Member with respect to the Company
Interest so transferred and the Selling Member's rights and obligations under
this Agreement shall terminate with respect to such transferred Company
Interest, except (x) as to indemnity rights of the Selling Member under this
Agreement and (y) in the case of a transfer pursuant to Section 9.2(b) hereof,
the rights of the Selling Member to receive the payments required by Section
9.2(b) hereof.

     

    (d)           The
failure of a Member to perform any of the obligations set forth in this Article
IX with respect to a transfer or redemption of a Company Interest shall
constitute an event of default ("Event of Default") on the part of the Member
with respect to whom such failure occurs.  Upon the occurrence of an
Event of Default, the non-defaulting Member may exercise, in addition to all
other rights and remedies provided in this Agreement or available at law or in
equity, any one or more of the following remedies:

     

    (i)           In
the event that the Selling Member fails to make conveyance of the Sale Interest
pursuant to its obligations herein, then the Purchasing Member shall have the
option:


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


     

     

    (1)           to
demand and receive specific performance of the Selling Member's obligations to
convey the Sale Interest as provided for herein; or

     

    (2)           to
terminate the obligations of the parties to proceed with the sale of the Sale
Interest, whereupon the position of the parties shall revert to the status quo
ante as if no notice to purchase from either party to the other had been given
under the provisions of this Agreement.

     

    and, in
each case, the Purchase Member shall be entitled to recover damages on account
of the Selling Member's failure to make conveyance (which rights shall be in
addition to the right granted under subparagraph (1) and (2) above, if the
Purchasing Member so elects).

     

    If the
Purchasing Member elects the option described in subparagraph (1) or (2) above,
any deposit or initial payment furnished by the Purchasing Member or the Company
shall be promptly returned to the Purchasing Member or the Company, as
applicable.

     

    (ii)           In
the event that the Purchasing Member defaults in the Closing of a sale of the
Sale Interest as herein provided, then the Purchasing Member shall have no right
to deliver a Demand Notice for a period of twelve (12) months from such default
and the Selling Member shall have the option:

     

    (1)           to
elect to purchase the Purchasing Member's Company Interest on the terms and
conditions otherwise set forth herein, by notice to the Purchasing Member of the
Selling Member's intention so to do, given within fifteen (15) days after such
default in which event the Selling Member shall become the Purchasing Member and
the Purchasing Member shall become the Selling Member, and all the applicable
terms, conditions and provisions of this Agreement with respect to such sales
shall govern, except that the closing thereof shall take place thirty (30) days
after such date of notice from the Selling Member (now the Purchasing Member) to
the Purchasing Member (now the Selling Member) and except that the Sale Interest
Purchase Price shall be ten percent (10%) less than the price which the Selling
Member (now the Purchasing Member) would have had to pay had such Purchasing
Member (now the Selling Member) originally elected to sell its Company
Interest;

     

    (2)           to
terminate the Selling Member's obligation to convey the Sale Interest to the
Purchasing Member by notice to the Purchasing Member, wherein the Selling Member
shall have the right to retain any deposits given by the Purchasing Member as
security for the Purchasing Member's obligations, and to retain the proceeds
thereof as the Selling Member's own property, as liquidated damages on account
of the Purchasing Member's default (all Members hereby acknowledging and
agreeing that it is extremely difficult and impracticable to ascertain the
amount of damages which would be incurred by the Selling Member as a result of
the Purchasing Member's default and that the amounts of such deposits shall be
determined, when such transactions are proposed, as reasonable estimates of the
damages the Selling Member would incur in such event), but 

     


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    otherwise
the position of the parties shall revert to the status quo ante as if no notice
from either party to the other had been given under the provisions of this
Agreement.

     

    Where the
Selling Member elects the option described in subparagraph (1) above, any
deposits theretofore paid by the Purchasing Member shall be returned to the
Purchasing Member after performance by the Purchasing Member of its obligations
hereunder.

     

    (iii)           In
the event that the Purchasing Member defaults in its obligations under Section
9.2(b) hereof, then the Purchasing Member shall have the option to demand and
receive specific performance of the Selling Member's and the Company’s
obligations under Section 9.2(b) and shall further be entitled to receive
interest at the Default Rate on any amounts which the Purchasing Member or
Company failed to pay to the Selling Member in accordance
therewith.

     

    9.3           Liquidation of
Company.  Upon delivery of an Exercise Notice setting forth an
election by the Responding Member that it is electing to cause the Company to be
liquidated, the Members shall take such action as is reasonably required to
liquidate the Company in an orderly manner so as to maximize value for the
Company’s assets

     

    9.4           Release of Selling
Member.  Notwithstanding any provision herein to the contrary,
unless waived by Selling Member, it shall be a condition or requirement of any
offer that Purchasing Member obtain a release of the Selling Member and the
Selling Member's Affiliates from any personal liability with respect to all
Company obligations, if any, and all other obligations related thereto including
and any guarantees with respect thereto.

     

    ARTICLE
X

    REPRESENTATIONS, WARRANTIES
AND COVENANTS

    


    10.1           Representations of the
Members.  Each Member severally represents and warrants that it
(i) is an Accredited Investor (as such term is defined in Rule 501 promulgated
under the Securities Act of 1933, as amended), (ii) is acquiring its Company
Interest for investment purposes only (iii) has complied with all applicable
Federal and state securities laws in connection with the issuance of its equity
interests, except to the extent that such failure does not have a material
adverse effect on such Member; (iv) has received copies of all such documents as
it deems advisable in making his decision to invest in the Company and has
reviewed and understands such agreements and (v) has had a reasonable
opportunity to ask questions of and receive answers from a person or persons
acting on behalf of the Company, and all such questions have been answered to
the reasonable satisfaction of the Member.

    


    10.2           Tax Identification
Number.  Each Member’s true and correct social security or tax
identification number, as the case may be, is set forth below such Member’s name
on Schedule 1 hereto.

     

    10.3           Covenants.  Each
of the Members covenants and agrees that it will use its commercially reasonable
best efforts to cause the Company at all times to comply with the obligations of
the Company under the Concord Operating Agreement including, without limitation,



    
      
         


      

      
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    taking
such actions as may be reasonably required to prevent a Default Event with
respect to the Company from occurring.

    


    10.4           Guaranty.  To
the extent that any Member or its Affiliate is required to guaranty or provide
an indemnification for any obligations of the Company or an Investment Entity to
a party other than a Member or its Affiliate, the Members hereby agree that any
payments required to be made by any such Member on account of any such guaranty
or indemnity shall borne by the Members in accordance with their Percentage
Interests notwithstanding that such Member is not a party to such guaranty or
indemnification obligation.

    


    ARTICLE
XI

    DISSOLUTION, LIQUIDATION AND
TERMINATION

    


    11.1           Events of
Dissolution.  The Company shall be dissolved upon the happening
of any of the following events:

    


     
(a)           The
disposition of all or substantially all of the assets of the
Company;

    


     
(b)           The
unanimous vote of the Members to dissolve the Company;

    


     
(c)           The
occurrence of any event under the Company Law that terminates the continued
membership of a Member in the Company;

    


     
(d)           The entry
of a decree of judicial dissolution under Section 702 of the Company
Law.

    


    Dissolution of the Company shall be
effective on the day the event occurs giving rise to the dissolution, but the
Company shall not terminate until the Certificate of Formation of the Company
have been canceled and the assets of the Company have been distributed as
provided herein.

    


    11.2           Limited Return of Capital
Contributions Upon Dissolution.  Each Member shall look solely
to the assets of the Company for all distributions with respect to the Company
and its Capital Contribution, and shall have no recourse therefor (upon
dissolution or otherwise) against any Member.  Notwithstanding the
dissolution of the Company, the business of the Company and the affairs of the
Members, as such, shall continue to be governed by this Agreement until
termination of the Company, as provided in this Agreement.  Upon
dissolution of the Company, the Administrative Manager, or a liquidator (who may
be a Member) appointed by the Administrative Manager shall liquidate the assets
of the Company, apply and distribute the proceeds thereof as contemplated by
this agreement and cause the cancellation of the Company's Certificate of
Formation.

    


    11.3           Distributions Upon
Liquidation.  (a)  Upon dissolution of the Company,
the Administrative Manager or a liquidator appointed pursuant to Section 11.2,
shall liquidate the assets of the Company as promptly as is consistent with
obtaining the fair value thereof, and apply and distribute the proceeds
thereof:


    
      
         


      

      
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(i)           First, to
creditors in the order of priority provided by law;

    


     
(ii)           Second, to
the establishment of any reserves for contingencies which the Administrative
Manager (or liquidator) may consider necessary; and

    


     
(iii)           The
balance, if any, to the Members in the manner provided in Article VI hereof,
provided that no Member shall be distributed any amount in excess of such
Member’s positive Capital Account balance, and any excess shall instead be
distributed to the Members with positive Capital Account balances, in proportion
to such positive Capital Account balances.

    


     
(b)           Notwithstanding
the foregoing, in the event the Administrative Manager (or liquidator) shall
determine that an immediate sale of part or all of the Company assets would
cause undue loss to the Members, the Administrative Manager (or liquidator), in
order to avoid such loss, may, after giving notice to all the Members, to the
extent not then prohibited by the laws, including the Company Law, of any
jurisdiction in which the Company is then formed or qualified and applicable in
the circumstances, defer liquidation of and withhold from distribution for a
reasonable time any assets of the Company except those necessary to satisfy the
Company's debts and obligations.

    


     
(c)           After the
proceeds of the liquidation of the assets of the Company have been distributed
(which shall occur as soon as practical), the Administrative Manager (or
liquidator) shall cause the Certificate of Formation of the Company to be
canceled.

    


    11.4           Final
Accounting.  Upon the dissolution of the Company a proper
accounting shall be made by the Company's independent public accountants from
the date of the last previous accounting to the date of
dissolution.

    


    ARTICLE
XII

    LIABILITY, EXCULPATION AND
INDEMNIFICATION

    


    12.1           Liability.  (a)
Except as otherwise provided by the Company Law, the debts, obligations and
liabilities of the Company, whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liabilities of the Company, and no
liabilities of the Company, and no Covered Person shall be obligated personally
for any such debt, obligation or liability of the Company solely by reason of
being a Covered Person.

    


     
(b)           Except as
otherwise expressly required by law, a Member, in its capacity as Member, shall
have no liability in excess of (i) the amount of its Capital Contributions, (ii)
its share of any assets and undistributed Profit of the Company, (iii) its
obligation to make other payments expressly provided for in this Agreement, and
(iv) the amount of any distributions wrongfully distributed to it.

     

    12.2           Indemnification.  To
the fullest extent permitted by applicable law, a Covered Person shall be
entitled to indemnification from the Company for any loss, damage or claim
incurred by such Covered Person by reason of any act or omission performed or
omitted by such 


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    Covered
Person in good faith on behalf of the Company and in a manner reasonably
believed to be within the scope of authority conferred on such Covered Person by
this Agreement, except that no Covered Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Covered
Person by reason of a breach of this Agreement or the gross negligence or
willful misconduct by such Covered Person with respect to such acts or
omissions; provided, however, that any
indemnity under this Section 12.2 shall be provided out of and to the extent of
Company assets only, and no Covered Person shall have any personal liability on
account thereof.  No Covered Person may settle a third party claim
without the consent of all Members.

    


    12.3           Expenses.  To
the fullest extent permitted by applicable law, expenses (including legal fees)
incurred by a Covered Person in defending any claim, demand, action, suit or
proceeding shall, from time to time, be advanced by the Company prior to the
final disposition of such claim, demand, suit or proceeding upon receipt by the
Company of an undertaking by or on behalf of the Covered Person to repay such
amount if it shall be determined that the Covered Person is not entitled to be
indemnified as authorized in Section 12.2 hereof.

    


    ARTICLE
XIII

    MISCELLANEOUS

    


    13.1           Notices.  Any
notices, elections or demands permitted or required to be made under this
Agreement shall be in writing, signed by the Member giving such notice, election
or demand and shall be deemed to have been given (i) when personally delivered
with signed delivery receipt obtained, (ii) when transmitted by facsimile
machine with printed confirmation of successful transmission to the appropriate
facsimile number of the address listed below being obtained by the sender from
the sender's facsimile machine, or (iii) three business days after such notice
has been deposited in the United States first class mail if sent postage prepaid
by registered or certified mail, return receipt requested, in each case
addressed to such Member at the address set forth on the books and records of
the Company.  A Member may change the address to which notices shall
be sent by written notice to all Members (said change of addresses to be
effective upon receipt by all Members).

    


    13.2           Successors and
Assigns.  Subject to the restrictions on transfer set forth in
this Agreement, this Agreement, and each provision of this Agreement, shall be
binding upon and shall inure to the benefit of the Members, their respective
successors, successors-in-title, heirs and permitted assigns, and each
successor-in-interest to any Member, whether such successor acquires such
interest by way of gift, purchase, foreclosure or by any other method, shall
hold such interest subject to all of the terms and provisions of this
Agreement.

    


    13.3           Amendments.  This
Agreement may be amended only by a written document approved by and duly
executed by all of the Members.

    


    13.4           Partition.  No
Member or any successor-in-interest to any Member shall have the right while
this Agreement remains in effect to have any Company assets partitioned, and
each Member, on behalf of itself, its successors, representatives, heirs and
assigns, hereby waives any such right.  It is the intention of the
Members that during the term of this Agreement the rights of the Members and
their successors-in-interest, as among themselves, shall be governed by the
terms 


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    of this
Agreement, and that the rights of any Member or successor-in-interest to assign,
transfer, sell or otherwise dispose of any interest in the Company shall be
subject to the limitations and restrictions of this Agreement.

    


    13.5           No
Waiver.  The failure of any Member to insist upon strict
performance of a covenant under this Agreement or of any obligation under this
Agreement, irrespective of the length of time for which such failure continues,
shall not be a waiver of that Member's right to demand strict compliance in the
future.  No consent or waiver, express or implied, to or of any breach
or default in the performance of any obligation under this Agreement shall
constitute a consent or waiver to or of any other breach or default in the
performance of the same or any other obligation under this
Agreement.  No waiver or consent shall be effective unless in
writing.

    


    13.6           Entire
Agreement.  This Agreement constitutes the full and complete
agreement of the parties to this Agreement with respect to the subject matter of
this Agreement.

    


    13.7           Captions.  The
titles or captions of Articles or Sections contained in this Agreement are
inserted only as a matter of convenience and for reference, are not a part of
this Agreement, and in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision of this Agreement.

    


    13.8           Counterparts.  This
Agreement may be executed in any number of counterparts, all of which together
shall for all purposes constitute one agreement, binding on all the Members,
notwithstanding that all Members have not signed the same
counterpart.

    


    13.9           Separability.  In
case any of the provisions contained in this Agreement or any application of any
of those provisions shall be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
in this Agreement and other applications of those provisions shall not in any
way be affected or impaired thereby.

    


    13.10         Applicable
Law.  This Agreement and the rights and obligations of the
parties under this Agreement shall be governed by and interpreted, construed and
enforced in accordance with the law of the State of Delaware applicable to
agreements made and to be performed in the State of Delaware.

    



    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first written.

     

    
      	 	WRT REALTY
      L.P.
	 	 
	 	By:	

              Winthrop
      Realty Trust

            
	 	 	

              General
      Partner

            
	 	 	 
	 	 	 
	 	 	By:     
           /s/ Peter
      Braverman                    
      
	 	 	 	Peter
      Braverman
	 	 	 	President


       

      
        
          	 	THE LEXINGTON MASTER
      LIMITED PARTNERSHIP
	 	 
	 	By:	
                  

                    Lex
      GP-1 Trust

                  

                
	 	 	

                  General
      Partner

                
	 	 	 
	 	 	By:     
           /s/ Joseph
      S.
      Bonventre              
	 	 	 	

                  Joseph
      S. Bonventre

                
	 	 	 	

                  Senior
      Vice President

                


        

         

        


        
          	 	

                  WRP
      SUB-MANAGEMENT LLC

                
	 	 
	 	 
	 	By:     
           /s/ Michael
      L.
      Ashner                               
       
	 	 	

                  Michael
      L. Ashner

                
	 	 	

                  

                    Chief
      Executive Officer

                  

                
	 	 	 	

                   

                


        

         

      

    

    
    

    


    


    

      
        
           


        

        
          33

          
            

          

        

        
           


        

      



    
      	
              Schedule
      1

            


    

    


    
      	
              MAJOR
      DECISIONS

            


    

    


    
      	
              1.

            	
              The
      acquisition or disposition by the Company or any Investment Entity,
      directly or indirectly, in any
asset.

            


    

    
      	
              2.

            	
              The
      incurrence of any debt by the Company or an Investment Entity other than
      in accordance with an existing Credit Facility (as defined in the Concord
      Operating Agreement) or in the normal course of
  business

            


    

    
      	
              3.

            	
              The
      payment of any fees to a Member, the Administrative Manager or an
      Affiliate thereof except pursuant to the Advisory Agreements, or enter
      into any transactions, agreements or other arrangements on behalf of the
      Company or an Investment Entity with the Administrative Manager, a Member
      or their respective Affiliates.

            


    

    
      	
              4.

            	
              The
      retention of any property manager or construction manager for any REO
      Property.

            


    

    
      	
              5.

            	
              The
      amendment of any Advisory
Agreement.

            


    

    
      	
              6.

            	
              Subject
      to the rights of the Audit Committee, the retention of accountants or
      Sarbanes-Oxley consultants on behalf of the Company or an Investment
      Entity.

            


    

    
      	
              7.

            	
              The
      merger or consolidation of the Company or an Investment Entity with or an
      investment by it in any other
Person.

            


    

    
      	
              8.

            	
              Admit
      any Person as a Member except as provided in Article 8 or require any
      Capital Contribution except as provided in Article
  4.

            


    

    
      	
              9.

            	
              Enter
      into any agreement which would cause any Member to become personally
      liable on, in respect of, or to guaranty, any indebtedness of the Company
      without such Member’s consent.

            


    

    
      	
              10.

            	
              Cause
      the Company or an Investment Entity to make any Bankruptcy
      filing;.

            


    

    
      	
              11.

            	
              Any
      amendments this Agreement

            


    

    
      	
              12.

            	
              Any
      action under the terms of the Concord Operating Agreement requiring the
      consent of the Managing Member other than those for which the
      Administrative Manager has authority pursuant to Section 3.4 hereof or
      which are delegated to the Audit Committee pursuant to Section 3.2
      hereof.

            


    

    



    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    Schedule
2

    


    AUDIT
COMMITTEEE AUTHORITY

    


    


    Purpose:

    


    Provide
oversight responsibility relating to the:

    


    
      	
               
      

            	
              ·

            	
              Preparation
      and integrity of the Company’s and the Investment Entity’s financial
      statements (including the financial reporting process and the system of
      internal accounting and financial
controls)

            


    

    


    
      	
               
      

            	
              ·

            	
              Qualifications,
      independence and performance of, and the Company’s and Investment Entity’s
      relationship with, its independent
auditors

            


    

    


    
      	
               
      

            	
              ·

            	
              Company’s
      and Investment’s Entity’s compliance with its ethics policies and with
      legal and regulatory requirements

            


    

    


    Authority

    


    
      	
               
      

            	
              1.

            	
              The
      Committee shall be directly responsible for the appointment and
      termination (subject to the terms of the Company’s Operating Agreement and
      the Concord Operating Agreement), compensation and oversight of the work
      of the Company’s independent auditors, including resolution of
      disagreements between the Administrative Manager and the independent
      auditors regarding financial reporting.  The Committee shall
      pre-approve all audit and non-audit services provided by the independent
      auditors and shall not engage the independent auditors to perform the
      specific non-audit services proscribed by law or
    regulation.

            


    

    


    
      	
               
      

            	
              2.

            	
              At
      least annually, the Committee shall obtain and review a report by the
      Company’s independent auditors describing the independent auditor’s
      internal quality control procedures; any material issues raised by the
      most recent internal quality- control review, or peer review, of the firm,
      or by any inquiry or investigation by governmental or professional
      authorities, within the preceding five years, respecting one or more
      independent audits carried out by the firm, and any steps taken to deal
      with any such issues; and (to assess the auditor’s independence) all
      relationships between the independent auditor and the Company and the
      Investment Entities.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Committee shall discuss with the internal auditors and the independent
      auditors the overall scope and plans for their respective audits,
      including the adequacy of staffing and compensation or
      budgets.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Committee shall discuss with the Administrative Manager, the internal
      auditors and the independent auditors the adequacy and effectiveness of
      the accounting and financial controls, disclosure controls and procedures,
      and including the Company’s policies
to

            


    


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              discuss
      policies with respect to risk assessment and risk management and legal and
      ethical compliance programs.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      Committee shall meet periodically with the Administrative Manager and the
      independent auditors in separate executive sessions to discuss any matters
      that the Committee or these groups believe should be discussed privately
      with the Committee.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      Committee shall receive information from the Administrative Manager and
      the independent auditors as to the critical accounting policies and
      practices of the Company and alternative treatments of financial
      information within generally accepted accounting principles that have been
      discussed with the Administrative Manager and any major changes to the
      Company’s or an Investment Entity’s accounting principles and
      practices.

            


    

    


    
      	
               
      

            	
              7.

            	
              The
      Committee shall review with the independent auditors their reports on the
      annual and quarterly financial statements and all communications required
      of the independent auditors; and discuss with the independent auditors and
      the Administrative Manager their assessment as to the quality and
      application of the Company’s accounting principles, the reasonableness of
      significant judgments and the clarity of financial statement
      disclosures.

            


    

    


    
      	
               
      

            	
              8.

            	
              The
      Committee shall review with the Administrative Manager the Company’s
      annual and quarterly financial statements and reports prior to their
      issuance.

            


    

    


    
      	
               
      

            	
              9.

            	
              The
      Committee shall investigate and respond to any instances or allegations of
      inappropriate behavior by management concerning questions of compliance
      with securities laws or inquiries as may be reported by legal counsel.

            


    

     

     

    36