ex10-3.htm


     

    


    


    


    


    


    


    ADMINISTRATION
AND ADVISORY AGREEMENT

    


    AMONG

    


    LEX-WIN
CONCORD LLC,

    


    WRP
MANAGEMENT LLC

    


    AND

    


    WRP
SUB-MANAGEMENT LLC

    


    


    


    


    


    


    


    


    


    


    


    


    Dated as
of August 2,
2008

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ADMINISTRATION
AND ADVISORY AGREEMENT

    


    THIS AGREEMENT, made as of
August 2,
2008, among LEX-WIN CONCORD
LLC, a Delaware limited liability company (“Lex-Win”), WRP MANAGEMENT LLC, a Delaware
limited liability company (“Management”), and
WRP SUB- MANAGEMENT LLC,
a Delaware limited liability company (the “Administrative
Manager”)

     

    WITNESSETH:

     

    WHEREAS, Lex-Win is the
managing member of Concord Debt Holdings LLC, a Delaware limited liability
company  an entity which is in the business of originating and
acquiring for their own account whole loans, subordinate interests in whole
loans, mezzanine loans and other fixed income real estate
investments;

     

    WHEREAS, Management is a
wholly-owned subsidiary of Lex-Win and pursuant to that certain Collateral
Management Agreement between Concord Real Estate CDO 2006-1, Ltd. (“CDO 2006-1”)
and Management (the “Collateral Management Agreement”), Management has been
retained as the collateral manager for CDO 2006-1;

     

    WHEREAS, Lex-Win and
Management desire to retain the Administrative Manager for the purpose of
providing day-to-day management, collateral management and administrative
services to Lex-Win and Management as described herein on the terms and
conditions hereinafter set forth;

     

    NOW, THEREFORE, in
consideration of the premises and of the mutual agreements herein set forth, the
parties hereto agree as follows:

     

     

    ARTICLE
I

    DEFINITIONS

     

    1.1        
Definitions.  As used in this
Agreement, the following terms have the meanings set forth below.

     

    “Administrative
Manager” – WRP Sub-Management LLC, a Delaware limited liability
company.

    


    “Cause” –
means:  (i) the Administrative Manager’s continuous and intentional
failure to perform its duties under this Agreement after written notice from
Lex-Win or Management to the Administrative Manager of such non-performance;
(ii) the Administrative Manager commits any act of gross negligence in the
performance of its duties under this Agreement; (iii) the Administrative Manager
commits any act of fraud, misappropriation of funds, or embezzlement against the
Company; (iv) the Administrative Manager commits any other willful and
intentional misconduct which is materially injurious to Lex-Win or Management,
monetarily or otherwise; or (v) the Administrative Manager defaults in the
performance or observance of any material term, condition or covenant contained
in this Agreement to be performed or observed on its part, and such default
continues for a period of twenty (20) days after written notice thereof
from Lex-Win or Management specifying such

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    default
and requesting that the same be remedied within such twenty (20) day
period; provided, however, the Administrative Manager shall have an additional
sixty (60) days to cure such default if (A) such default cannot
reasonably be cured within twenty (20) days but can be cured within eighty
(80) days, and (B) the Administrative Manager shall have commenced to
cure such default within the initial twenty (20) day period and thereafter
diligently proceeds to cure the same within eighty (80) days of the date of
the original notice of the default.

     

    “Code” -
Internal Revenue Code of 1986, as amended.

    


    “Company”
– means collectively, Lex-Win, Management and their respective direct and
indirect subsidiaries including, without limitation, Concord and its
subsidiaries.

    


    “Concord”
– means Concord Debt Holdings LLC and all of its direct and indirect
subsidiaries and other entities for which it directly or indirectly serves as
the controlling entity.

    


    “Concord Operating Agreement” – means
that certain Second Amended and Restated Limited Liability Company Agreement of
Concord Debt Holdings LLC, dated August 2, 2008, as the
same may be amended or supplemented from time to time.

    


    "Control" - means the direct or
indirect ownership of at least 51% of the beneficial equity interests and voting
power of an entity.

    


    “Exchange
Act” - Securities Exchange Act of 1934, as amended.

    


    “GAAP” – means generally accepted
accounting principles in the United States of America as of the date
applicable.

    


    “Lex-Win Operating Agreement” – means
that certain Limited Liability Company Agreement of Lex-Win, dated August 2, 2008, as the
same may be amended or supplemented from time to time.

    


    “Loan
Asset” - means a loan or participations therein (whether mortgage or mezzanine
loans), preferred equity in entities holding, directly or indirectly, real
property, mortgage backed securities or other assets acquired directly or
indirectly by Lex-Win or Concord for which the Administrative Manager provides
acquisition services to a Person other than the equity holders of Concord or
their affiliates.

    


    “Person”
- any individual, corporation, partnership, joint venture, limited liability
company, estate, trust, unincorporated association, any federal, state, county
or municipal government or any bureau, department or agency thereof and any
fiduciary acting in such capacity on behalf of any of the
foregoing.

     

    “Securitized Entities” – means
collateralized debt obligations, collateralized mortgage backed securities and
similar securitized entities established by Concord.

     

    “SOX” - The Sarbanes-Oxley Act of
2002.


    
      
         


      

      
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    ARTICLE
II

    RETENTION
OF ADVISOR

     

    Subject
to the terms and conditions hereinafter set forth, Lex-Win and Management hereby
retain the Administrative Manager as its exclusive agent to manage, operate and
administer the assets, liabilities and business of Lex-Win and Management and
the Administrative Manager hereby agrees to perform each of the duties set forth
herein in accordance with the provision of this Agreement.  By its
execution and delivery of this Agreement, the Administrative Manager represents
and warrants that (i) it is duly organized, validly existing, in good standing
under the laws of the state of Delaware and has all requisite power and
authority to enter into and perform its obligations under this Agreement, (ii)
the person signing this Agreement for the Administrative Manager is duly
authorized to execute this Agreement on the Administrative Manager’s behalf,
(iii) the execution and delivery of this Agreement by the Administrative
Manager and the performance by the Administrative Manager of its obligations
hereunder do not violate any provisions of the Administrative Manager’s
constituent documents, constitute a breach or default by the Administrative
Manager under any material agreement to which the Administrative Manager is a
party or cause the Administrative Manager to violate any Federal or New York
law, regulation or rule applicable to the Administrative Manager.

     

     

    ARTICLE
III

    RESPONSIBILITIES
OF ADVISOR

     

    3.1        
General
Responsibility.  Subject to the supervision of Lex-Win and
Management, the terms of the Collateral Management Agreement and the Concord
Operating Agreement and the limitations on the Administrative Manager’s
authority set forth in the Lex-Win Operating Agreement, the Administrative
Manager shall:

     

    (i)           have
the authority to take all such actions on behalf of Lex-Win as has been granted
pursuant to Section 3.4 of the Lex-Win Operating Agreement,

     

    (ii)           provide
all services, perform all duties and take all other actions as may be required
for Management to comply with the terms of the Collateral Management
Agreement;

     

    (iii)           provide
executive and administrative personnel, office space and office services
required in rendering services to Lex-Win and Management; and

    


    (iv)           take
all such other action as may be delegated to it by Lex-Win consistent with the
foregoing.

    


    3.2        
Authority.  The
Administrative Manager shall have full discretion and authority pursuant to this
Agreement to perform the duties and services specified in Section 3.1 hereof in
such manner as the Administrative Manager reasonably considers appropriate
subject to the terms and restrictions contained in the Lex-Win Operating
Agreement.  The 

     


    
      
         


      

      
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    Administrative
Manager may execute, in the name and on behalf of Lex-Win all such documents and
take all such other actions which the Administrative Manager reasonably
considers necessary or advisable to carry out its duties hereunder.

     

    3.3        
[intentionally
omitted]

     

    3.4       
Reporting
Requirements.  The Administrative Manager shall prepare and
deliver to Lex-Win all reports as may be required by the terms of the Lex-Win
Operating Agreement or the Concord Operating Agreement.  As frequently
as the Administrative Manager may deem necessary or advisable, or at the
direction of Lex-Win, the Administrative Manager shall prepare, or cause to be
prepared, with respect to any investment (i) reports and information on the
Company’s operations and asset performance and (ii) other information
reasonably requested by Lex-Win.

     

    3.5       
Devotion
of Time;
Exclusivity.  The Administrative Manager will provide a
management team to deliver the administration and advisory services to Lex-Win
and Management hereunder, with the members of such management team devoting such
of their time to such services as the Administrative Manager deems reasonably
necessary and appropriate for the proper performance of all of the
Administrative Manager’s duties hereunder, commensurate with the level of
activity of the Company from time to time.  Lex-Win and Management
shall have the benefit of the Administrative Manager’s reasonable judgment and
effort in rendering services and, in furtherance of the foregoing, the
Administrative Manager shall not undertake activities which, in its reasonable
judgment, will substantially adversely affect the performance of its obligations
under this Agreement.

     

    3.6       
Bank
Accounts.  At the direction of Lex-Win or Management, the
Administrative Manager may establish and maintain as an agent on behalf of
Lex-Win, Management or Concord, as the case may be, one or more bank accounts in
the name of such entity (any such account, a “Company Account”), collect and
deposit funds into any such Company Account and disburse funds from any such
Company Account, under such terms and conditions as Lex-Win or Management may
approve. The Administrative Manager shall from time-to-time render appropriate
accountings of such collections and payments to Lex-Win and Management and, upon
request, its auditors.

     

    3.7       
Book and
Records; Confidentiality.

     

    (i)           Records.  The
Administrative Manager shall maintain appropriate books of account, records data
and files (including without limitation, computerized material) (collectively,
“Records”) relating to the Company and the investments generated or obtained by
the Administrative Manager in performing its obligations under this Agreement,
and such Records shall be accessible for inspection by representatives of
Lex-Win at any time during normal business hours.  The Administrative
Manager shall have full responsibility for the maintenance, care and safekeeping
of all Records.

     

    (ii)           Confidentiality  The
Administrative Manager shall keep confidential any nonpublic information
obtained in connection with the services rendered under this Agreement and shall
not disclose any such information (or use the same except in furtherance of its
duties 

     


    
      
         


      

      
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    under
this Agreement), except with (i) the prior written consent of Lex-Win;
(ii) to legal counsel, accountants and other professional advisors;
(iii) to appraisers, financing sources and others in the ordinary course of
the Company’s business; (iv) to governmental officials having jurisdiction
over the Company; (v) in connection with any governmental or regulatory
filings of the Company or disclosure or presentations to Company investors; or
(vi) as required by law or legal process to which the Administrative
Manager or any Person to whom disclosure is permitted hereunder is a party. The
foregoing shall not apply to information which has previously become available
through the actions of a Person other than the Administrative Manager not
resulting from Administrative Manager’s violation of this Section 3.7(b).
The provisions of this Section 3.7(b) shall survive the expiration or
earlier termination of this Agreement for a period of one year.

     

    3.8       
Obligations of
Administrative Manager; Restrictions.

     

    (i)           Internal
Control.  The Administrative Manager shall (i) establish and
maintain (and require property managers and other contractors to establish and
maintain) a system of internal accounting and financial controls (including,
without limitation, internal controls to safeguard records and to permit the
Company and/or its equity holders to comply with the Exchange Act and SOX
designed to provide reasonable assurance of the reliability of financial
reporting, the effectiveness and efficiency of operations and compliance with
applicable laws, (ii) maintain records for each Company investment on a GAAP
basis, (iii) develop accounting entries and reports required by the Company to
meet its reporting requirements under applicable laws, (iv) consult with Lex-Win
with respect to proposed or new accounting/reporting rules identified by the
Administrative Manager or Lex-Win and (v) prepare quarterly and annual financial
statements as provided in the Lex-Win Operating Agreement and Concord Operating
Agreement and general ledger journal entries and other information necessary for
the Company’s compliance with applicable laws, including the Exchange Act,
Regulation S-X and SOX, in accordance with GAAP and cooperate with the Company’s
and/or its equity holders independent accounting firm in connection with the
auditing or review of such financial statements, the cost of any such audit or
review to be paid by the Company.

     

    (ii)           Management
Letters.  The Administrative Manager shall provide to Lex-Win
as soon after the end of each quarter or year as may be reasonably requested
(within deadlines required for Lex-Win to comply with applicable legal
requirements) by Lex-Win, a completed management questionnaire letter, in such
form as Lex-Win may reasonably request in response to applicable legal
requirements, on accounting, reporting, internal controls and disclosure issues
in support of any management representation letter to be issued by Lex-Win or
its equity holders to their respective independent accounting firm.

     

    (iii)           Restrictions.  The
Administrative Manager shall refrain from any action that, in its sole judgment
made in good faith, (i) is not in compliance with the investment guidelines
and policies in effect from time to time, (ii) would adversely affect the
status of Lex-Win or Concord or any equity holder of Lex-Win or Concord as a
REIT or its exclusion from status as an investment company under the Investment
Company Act, or (iii) would violate any law, rule or regulation of any
governmental body or agency having jurisdiction over the Company or that would
otherwise not be permitted by the Company’s governing documents. If the
Administrative Manager is ordered to take any such action by Lex-Win or
Management, the 

     


    
      
         


      

      
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    Administrative
Manager shall promptly notify Lex-Win of the Administrative Manager’s judgment
that such action would adversely affect such status or violate any such law,
rule or regulation or governing documents. Notwithstanding the foregoing, the
Administrative Manager, its directors, managers, officers, members and employees
shall not be liable to Lex-Win, Management, Concord, or their respective equity
holders for any act or omission by the Administrative Manager, its directors,
managers, officers, members or employees taken in good faith or except as
provided in Section 4.1.

     

     

    ARTICLE
IV

    INDEMNIFICATION

     

    4.1       
Indemnity.

     

    (i)           Lex-Win
and Management shall indemnify and hold harmless the Administrative Manager, and
its members, officers, affiliates, agents and employees, from and against any
and all liability, claims, demands, expenses and fees, fines, suits, losses and
causes of action of any and every kind or nature arising from or in any way
connected with the performance by the Administrative Manager of its obligations
under this Agreement, other than any liability, claim, demand, expense, fee,
suit, loss or cause of action arising from or in any way connected with (i) any
acts of the Administrative Manager, or its members, officers, affiliates, agents
or employees, outside the scope of the authority of the Administrative Manager
under this Agreement unless such person acted in good faith and reasonably
believed that his conduct was within the scope of authority of the
Administrative Manager under this Agreement except for claims by the
Administrative Managers’ employees relating to terms and conditions of their
employment, or (ii) the gross negligence, willful misconduct or material
breach of this Agreement or the violation of applicable laws by the
Administrative Manager, its members, officers, affiliates, agents or
employees.  In addition, Administrative Manager and any sub-advisor
retained by Administrative Manager shall be named as an additional insured on
all policies of insurance maintained by or for the benefit of the Company
including, without limitation, the Commercial General Liability, Comprehensive
Automobile Liability, Umbrella and Excess Liability Insurance
policy.  Certificates of Insurance evidencing compliance with the
provisions of the immediately preceding sentence shall be furnished to the
Administrative Manager on request.

     

    (ii)           The
Administrative Manager shall indemnify and hold harmless Lex-Win and Management
and its directors, officers, affiliates, agents and employees, from and against
any and all liability, claims, demands, expenses and fees, fines, suits, losses
and causes of action of any and every kind or nature arising from third party
actions and connected with the performance by the Administrative Manager of its
obligations under this Agreement to the extent caused by (i) any acts of the
Administrative Manager, or its members, officers, affiliates, agents or
employees, outside the scope of the authority of the Administrative Manager
under this Agreement unless such person acted in good faith and reasonably
believed that his conduct was within the scope of authority of the
Administrative Manager under this Agreement, (ii) the gross negligence,
willful misconduct or material breach of this Agreement or the violation of
applicable laws by the Administrative Manager, its members, officers,
affiliates, agents or

     


    
      
         


      

      
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    employees
or (iii) claims by the Administrative Managers’ employees relating to terms and
conditions of their employment.

     

    4.2       
Additional
Costs; Survival.  The obligation to indemnify set forth in
Section 4.1 above shall include the payment of reasonable attorneys’ fees and
investigation costs, as well as other reasonable costs and expenses incurred by
the indemnified party in connection with any such claim.  At the
option of, and upon receipt of notice from, the indemnified party, the
indemnifying party shall promptly and diligently defend any such claim, demand,
action or proceeding.  The provisions of Sections 4.1 and 4.2 hereof
shall survive the expiration or earlier termination of this
Agreement.

     

     

    ARTICLE
V

    COMPENSATION

     

    The
Administrative Manager agrees to accept from Lex-Win and Management the
compensation set forth in this Article V as full and complete consideration for
all services to be rendered by the Administrative Manager pursuant to this
Agreement.  Except as hereinafter provided, neither the Administrative
Manager nor any of its affiliates shall be entitled to receive any other fees or
compensation relating to the Company or its properties, including but not
limited to leasing commissions, acquisition fees, disposition fees or loan
fees.

     

    5.1       
Base
Management Fee.  The Administrative Manager shall be entitled
to receive a base management fee equal to five (5) basis points multiplied by
the total assets of the Company based on the weighted average of such assets
during each calendar quarter and based on the cost of the Company’s assets less
any principal payments on such assets, which amount shall be paid quarterly
within 15 days of the end of each calendar quarter or as soon thereafter as the
calculation provided for in this Section 5.1 can be determined.

     

    5.2       
Origination
Fee.  The Administrative Manager shall be entitled to receive a
fee equal to the actual fee paid to originators of Loan Assets which fee shall
be based on the Company’s approved budget, it being acknowledged that the
initial budgeted amount is not to exceed 50 basis points of the gross amount of
the applicable Loan Asset, and will be paid within 10 days of the date on which
the Loan Asset giving  rise to such fee is acquired by
Concord.

     

    5.3       
Expense
Reimbursement.  The Administrative Manager shall be reimbursed
for its actual out-of-pocket expenses incurred by the Administrative Manager in
providing the services hereunder which shall include all costs associated with
employee benefits and workers compensation insurance for employees dedicated
solely to the business of the Company, salaries of all employees dedicated
solely to the business of the Company (other than those deemed loan originators
which are compensated pursuant to Section 5.2 hereof) which are provided for in
the annual budget or which may be otherwise approved by Lex-Win and Management,
office expenses, travel and other day-to-day operating expenses.

     

    5.4       
Other
Services.  Other than as specifically provided in this
Agreement, or as approved in writing by Lex-Win, the Administrative Manager
shall not be compensated by the Company for services rendered to the
Company.  The Administrative Manager shall disclose to Lex-Win the
terms of any sub-contracting arrangement entered into by the
Administrative

     


    
      
         


      

      
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    Manager
with third parties with respect to the services to be provided by the
Administrative Manager hereunder.

     

     

    ARTICLE
VI

    EXPENSES

     

    6.1       
Expenses
Paid by Administrative Manager.  Without regard to the amount
of compensation received hereunder by the Administrative Manager, the
Administrative Manager shall bear the following expenses:

     

    (i)           rent,
telephone, utilities, office furniture, equipment and machinery and other office
expenses of the Administrative Manager and the Company; and

     

    (ii)           administrative
expenses relating to performance by the Administrative Manager of its duties
hereunder other than payments to third parties as provided in Section
6.2.

     

    6.2       
Expenses
paid by the Company.  The following expenses relating to the
operation and management of the Company shall be paid by Lex-Win and
Management:

     

    (i)           Underwriting,
brokerage, listing, reporting, registration and other fees, and printing,
engraving and other expenses and taxes incurred in connection with the issuance,
distribution, transfer, trading, registration and securities exchange or
quotation system listing of the Company’s securities or debt
obligations;

     

    (ii)           Fees,
other compensation and expenses paid to independent advisors, consultants and
other agents engaged by or on behalf of the Company;

     

    (iii)           The
costs associated with the establishment and maintenance of any credit facilities
and other indebtedness of the Company (including commitment fees, accounting
fee, legal fees, closing costs, etc.);

     

    (iv)           Third
party expenses directly connected with the acquisition, disposition, ownership
and operation of assets acquired by the Company;

     

    (v)           Issuance
and transaction costs incident to the acquisition, disposition and financing of
investments;

     

    (vi)           Third
party expenses connected with payments of dividends or interest or distributions
in cash or any other form made to beneficiaries of the Company;

     

    (vii)          All
third party expenses connected with SOX compliance and communications to the
equity holders of the Company;

     

    (viii)         Transfer
agent’s, registrar’s and indenture trustee’s fees and charges;

     

    (ix)           Legal,
investment banking, and external
accounting, auditing and tax return preparation fees and expenses; 

     


    
      
         


      

      
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    (x)           The
cost of the liability insurance to indemnify the Company’s directors and
officers;

     

    (xi)           All
expenses in connection with communication to holders of the Company’s securities
and in complying with the continuous reporting and other requirements of the
Securities and Exchange Commission and other governmental bodies and in
connection with meetings of equity holders; and

     

    (xii)           All
expenses relating to membership of the Company in any trade or similar
association.

     

     

    ARTICLE
VII

    TERM
OF AGREEMENT; TERMINATION

     

    7.1        
Term.  This
Agreement shall become effective on the date hereof and shall continue in force
for an initial period to expire on December 31, 2009, and thereafter shall be
renewable annually automatically renewed for successive one-year periods unless
terminated in accordance with the provisions of this Agreement.

     

    7.2         
Right of
Termination.  This Agreement may be terminated (i) by either
party at any time and for any reason or no reason at all upon 45 days’ prior written
notice to the other party or (ii)
immediately for Cause.

     

    7.3        
Termination
Fee.  Upon termination of this Agreement, the Administrative
Manager shall be entitled only to payment of all earned and unpaid fees and
expenses through the date of termination.

     

    7.4        
Continued
Responsibility.  Notwithstanding termination of this Agreement
as provided above, the Administrative Manager agrees to use its best efforts in
the performance of its duties under this Agreement until the effective date of
the termination of this Agreement.

     

    7.5       
Responsibilities
upon Termination.  Upon termination of this Agreement, the
Administrative Manager shall forthwith deliver the following to Lex-Win and
Management, as applicable, on the effective date of termination:

     

    (i)           A
final accounting reflecting the balance of funds held on behalf of the Company
as of the date of termination; 

     

    (ii)           All
files, records, documents and other property of any kind relating to the
Company, including, but not limited to, computer records, contracts, leases,
warranties, bank statements, rent rolls, employment records, plans and
specifications, inventories, correspondence, tenant records, receipts, paid and
unpaid bills or invoices, maintenance records; and

     

    (iii)           Agreements
to terminate all property management, construction management and other
agreements with affiliates of the Administrative Manager and third

     


    
      
         


      

      
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    parties
retained on a subcontracting basis by the Administrative Manager, in each case,
with respect to the services to be provided by the Administrative Manager
hereunder.

     

     

    ARTICLE
VIII

    MISCELLANEOUS
PROVISIONS

     

    8.1       
Notice.  Any
notice required or permitted under this Agreement shall be in writing and shall
be given by being delivered to the following addresses or fax numbers of the
parties hereto:

     

    
      	 	To Lex-Win or
      Management: 
	 	 	 	 
	 	 	 	 Lex-Win
      Concord LLC
WRP
      Management LLC
Two
      Jericho Plaza
Wing
      A
Suite 111
      

              Jericho,
      New York 11753
Telephone
      No.:   (516) 822-0022
Telecopier
      No.:   (516) 433-2777
Attention:    Peter
      Braverman

            
	 	 	 	 
	 	With a copy
      to:  	Lexington Realty
      Trust  
	 	 	
              
                 

              

            	
              One
      Penn Plaza
Suite
      4015
New
      York, New York 10119
Telephone
      No.:   (212) 692-7200
Telecopier
      No.:   (212) 594-6600
Attention:  Joseph
      Bonventre  

            
	 	 	 	 
	 	To the
      Administrative Manager: 
	 	 	
              
                 

              

            	WRP Sub-management
      LLC
Two
      Jericho Plaza
Wing
      A
Suite 111
Jericho,
      New York 11753
Telephone
      No.:   (516) 822-0022
Telecopier
      No.:   (516) 433-2777
Attention:    Michael
      L. Ashner 
	 	 	
               

            	 


    

     

    
      or to
such other address or fax number as may be specified from time to time by such
party in writing.

    

     


    
      
         


      

      
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    8.2       
No Joint
Venture.  Nothing in this
Agreement shall be construed to make Lex-Win, Management and the Administrative
Manager partners or joint venturers or impose any liability as such on either of
them.

     

    8.3       
Release
of Money or Other Property upon Written Request.  The
Administrative Manager agrees that any money or other property of the Company
held by the Administrative Manager under this Agreement shall be held by the
Administrative Manager as custodian for the Company, and the Administrative
Manager’s records shall be clearly and appropriately marked to reflect the
ownership of such money or other property by the Company. Upon the receipt by
the Administrative Manager of a written request signed by a duly authorized
officer of Lex-Win requesting the Administrative Manager to release to the
Company any money or other property then held by the Administrative Manager for
the account of the Company under this Agreement, the Administrative Manager
shall release such money or other property to the Company within a reasonable
period of time, but in no event later than thirty (30) days following such
request. The Administrative Manager, its directors, officers, managers and
employees will not be liable to the Company, the Administrative Manager any of
their directors, officers, stockholders, managers, owners or partners for any
acts or omissions by the Company in connection with the money or other property
released to the Company in accordance with the terms hereof.  Lex-Win
and Management shall indemnify the Administrative Manager and its Affiliates,
officers, directors, members, employees, agents and successors and assigns against any and all expenses, losses, damages,
liabilities, demands, charges and claims of any nature whatsoever which arise in
connection with the Administrative Manager’s release of such money or other
property to the Company in accordance with the terms of this
Section 9.3.

     

    8.4       
Entire
Agreement; Amendment.  This Agreement contains the entire
agreement of the parties hereto with respect to the subject matter
hereof.  This Agreement shall not be amended or modified in any
respect unless agreed to in writing by the parties hereto.

     

    8.5       
Governing
Law.  This Agreement shall be construed, interpreted and
applied in accordance with, and shall be governed by, the laws of the State of
New York without reference to principles of conflicts of law.

     

    8.6       
Arbitration.  Any
dispute or controversy between the Administrative Manager or any of its
employees and Lex-Win, Management or any of their affiliates arising in
connection with this Agreement, any amendment thereof, or the breach thereof
shall be determined and settled by arbitration in New York, New York, by a panel
of three arbitrators in accordance with the rules of the American Arbitration
Association.  Any award rendered therein shall be final and binding
upon the parties, their affiliates and the their respective legal
representatives and judgment may be entered in any court having jurisdiction
thereof. The expenses of such arbitration shall be paid by the party against
whom the award shall be entered, unless otherwise directed by the arbitrators.


     

    8.7       
Assignment.  This
Agreement may not be assigned by any party hereto without the prior written
consent of the other parties hereto; provided, however, that the Administrative
Manager shall be permitted to assign this Agreement or any of its rights
hereunder, and delegate any and all of its responsibilities and obligations
hereunder, to an

     


    
      
         


      

      
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    affiliate
of Administrative Manager, provided that the Administrative Manager shall be
fully responsible to us for all errors or omissions of such
assignee.

     

    8.8       
Binding
Nature of Agreement; Successor and Assigns.  This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and permitted assigns as
provided in this Agreement.

     

    8.9       
Indulgences,
Not Waivers.  Neither the failure nor any delay on the part of
a party to exercise any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege preclude any other or further exercise of
the same or of any other right, remedy, power or privilege, nor shall any waiver
of any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to
any other occurrence. No waiver shall be effective unless it is in writing and
is signed by the party asserted to have granted such waiver. 

     

    8.10     
Titles
Not to Affect Interpretation.  The titles of sections,
paragraphs and subparagraphs contained in this Agreement are for convenience
only, and they neither form a part of this Agreement nor are they to be
used in the construction or interpretation of this Agreement.

     

    8.11     
Execution
in Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts of this Agreement, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.

     

    8.12     
Provisions
Separable.  The provisions of this Agreement are independent of
and separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

     

    8.13     
Principles
of Construction.  Words used herein regardless of the number
and gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context requires. All references to recitals, sections, paragraphs and
schedules are to the recitals, sections, paragraphs and schedules in or to this
Agreement unless otherwise specified.

     

    


     

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on following page]

     


    
      
         


      

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

     

     

    
      	
              LEX-WIN
      CONCORD LLC

               

              By:         
      The Lexington Master Limited Partnership, a member

               

              By:         
      Lex GP-1 Trust,

              its General Partner

               

              By:           /s/ Joseph S.
      Bonventre

              Joseph S. Bonventre

              Senior Vice
      President

               

              By:           WRT
      Realty, L.P., a member

               

              By:         Winthrop
      Realty Trust

              its General Partner

               

              By:           /s/ Peter
      Braverman       
      

              Peter Braverman

              President

            	
              WRP
      MANAGEMENT LLC

               

              By:          Lex-Win
      Concord LLC, its sole member

               

              By:        
      The Lexington Master Limited Partnership, a member

               

              By:         Lex
      GP-1 Trust,

              its General Partner

               

              By:           /s/ Joseph S.
      Bonventre

              Joseph S. Bonventre

              Senior Vice
      President

               

              By:          WRT
      Realty, L.P., a member

               

              By:         Winthrop
      Realty Trust

              its General Partner

               

              By:           /s/ Peter
      Braverman       
      

              Peter Braverman

              President

            


    

    


    WRP
SUB-MANAGEMENT LLC

    


    


    By:           /s/ Michael L.
Ashner            
                                                                

    Michael L. Ashner

    Chief Executive Officer

    


     

    
 

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