Exhibit
10.1

    


    AMENDED
AND RESTATED

    


    LIMITED
LIABILITY COMPANY OPERATING AGREEMENT

    
       

      
        

      

    

    


    RBH
– TRB NEWARK HOLDINGS LLC

    
       

      
        

      



    As
of June 3, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This AMENDED AND RESTATED LIMITED
LIABILITY COMPANY OPERATING AGREEMENT is made as of the 3rd day of June, 2009,
by and among TRB Newark Assemblage LLC, a New York limited liability company
having an office at 60 Cutter Mill Road, Suite 303, Great Neck, New
York  11021 (“TRB”), TRB Newark TRS LLC, a Delaware limited liability
company having an office at 60 Cutter Mill Road, Suite 303, Great Neck, New
York  11021 (“TRB REIT” and together with TRB, the “TRB Members”), RBH
Capital LLC, a Delaware limited liability company having an office at 16 West
36th Street, Suite 801, New York, New York  10018 (“RBH Capital”) and
RBH Partners, LLC, a Delaware limited liability company having an office at 16
West 36th Street, Suite 801, New York, New York  10018 (“RBH Partners”
and together with RBH Capital, the “RBH Members”).  TRB, TRB REIT, RBH
Capital and RBH Partners are sometimes individually referred to herein as a
“Member” and collectively as the “Members”).

     

    WITNESSETH:

    


    WHEREAS,
the TRB Members formed a limited liability company pursuant to the LLC Law by
filing Articles of Organization with the Secretary of State of the State of New
York on or about May 21, 2009; and

    


    WHEREAS,
the TRB Members entered into that certain Limited Liability Company Operating
Agreement dated as of May 21, 2009 (the “Original Agreement”).

    


    WHEREAS,
the TRB Members caused the “BRT Junior Mortgages” (as described on Exhibit C) to
be contributed to the capital of the Company and thereafter, direct or indirect
subsidiaries of the Company acquired fee title to the Surrendered Properties (as
defined below) in lieu of foreclosure, subject to the “BRT Existing Senior
Mortgages”;

    


    WHEREAS,
the RBH Members wish to cause additional parcels of real property to be
contributed to direct or indirect subsidiaries of the Company in exchange for
the issuance of Interests in the Company as more particularly described in this
Agreement;

    


    WHEREAS,
the Members desire to amend and restate in their entirety the terms of the
Original Agreement in order to evidence: (i) the admission of the RBH Members as
Members of the Company; (ii) the respective rights and obligations of the
Members from and after the admission of the RBH Members, and (iii) certain other
modifications and agreements.

    


    WHEREAS,
the Members desire to replace the BRT Existing Senior Mortgages with the BRT
Senior Mortgage (hereinafter defined).

    


    NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
conditions herein contained, and other good and valuable consideration, the
receipt and sufficiency of which hereby is acknowledged, the parties hereto do
hereby agree that the Original Agreement is hereby amended and restated in its
entirety as follows:


    
      
         


      

      
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    ARTICLE
I

    


    CERTAIN DEFINED
TERMS

    


    As used
herein, the following terms shall have the following meanings.

    


    “Additional
Advance” shall mean the cash amounts funded by the Members upon the execution of
this Agreement pursuant to Sections 3.1A(ii) and 3.1B(ii) and any additional
amounts funded pursuant to Sections 3.5, 3.6(a) and 3.7 hereof, as the same may
be adjusted pursuant to Section 3.6(b) hereof.

    


    “Additional
Properties” shall mean those four real properties located in Newark, New Jersey
and more particularly described on Exhibit A-2 attached hereto and the buildings
and other improvements and the personal property attached or appurtenant thereto
or used in connection therewith together with all incidents of ownership
attendant or appurtenant thereto, and the proceeds of any of the foregoing,
which the RBH Members are causing to be transferred to the Property Owners on
account of their Common Capital Contributions (hereinafter defined) to the
Company.

    


    “Adjusted
Common Capital Account balance” means as to any Member, such Member’s positive
or negative Common Capital Account balance determined by subtracting therefrom
such Member’s unrecouped Additional Advances and unpaid Priority
Return.

    


    “Affiliate”
means, as to a Person, (i) any other Person who directly or indirectly, through
one or more intermediaries, controls, is controlled by or is under common
control with such Person or a Family Member of such other Person, or (ii) any
other Person who is a Family Member of such Person or of a Person having a
direct or indirect ownership interest in such Person (except that a direct or
indirect ownership interest in a Person that is a publicly traded company shall
not, for the purposes hereof, be considered a direct or indirect ownership
interest in such publicly traded company unless such direct or indirect
ownership interest constitutes more than a 10% beneficial ownership interest in
such publicly traded company), (iii) a legal representative or trustee of such
Person (other than a legal representative or trustee appointed by a court of
competent jurisdiction by reason of the death, insanity, incompetency,
bankruptcy, insolvency, dissolution, or termination and liquidation of such
Person, or by reason of the making by such Person of an assignment for the
benefit of creditors) or (iv) any other Person owning or controlling more than
50% of the voting interests in such Person.

    


    “Agreement”
shall mean this Amended and Restated Limited Liability Company Operating
Agreement, as originally executed and as amended, modified and/or restated from
time to time, as the context requires.  Words such as “herein”,
“hereinafter”, “hereof”, “hereto”, “hereby”, “hereunder”, when used with
reference to this Agreement, refer to this Agreement as a whole, unless the
context otherwise requires.


    
      
         


      

      
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    “Approved
Budget” shall have the meaning ascribed to it in Section 5.1(b)
hereof.

    


    “Bankruptcy”
shall mean, with reference to any Person:

    


    (1)           the
entry of an order for relief (or similar court order) against such Person which
authorizes a case brought under Chapter 7, 11, or 13 of Title 11 of the United
States Bankruptcy Code to proceed;

    


    (2)           the
commencement of a Federal, state or foreign bankruptcy, insolvency,
reorganization, arrangement or liquidation proceeding by such
Person;

    


    (3)           the
commencement of a Federal, state or foreign bankruptcy, insolvency,
reorganization, arrangement or liquidation proceeding against such Person if
such proceeding is not dismissed within sixty (60) days after the commencement
thereof;

    


    (4)           the
entry of a court decree or court order which remains unstayed and in effect for
a period of sixty (60) consecutive days:

    


    (i)
adjudging such Person insolvent under any Federal, state or foreign law relating
to bankruptcy, insolvency, reorganization, arrangement, liquidation,
receivership or the like;

    


    (ii)
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of, or in respect of, such Person or his property
under any Federal, state or foreign law relating to insolvency, reorganization,
arrangement, liquidation, receivership or the like;

    


    (iii)
appointing a receiver, liquidator, assignee, trustee, conservator, or
sequesterer (or other similar official) of such Person, or of all, or of a
substantial part, of such Person’s property; or

    


    (iv)
ordering the winding up, dissolution or liquidation of the affairs of such
Person;

    


    (v)       the
written consent by such Person to the institution against him of any proceeding
of the type described in Subsection (1), (2), (3) or (4) above;

    


    (vi)      the
written consent by such Person to the appointment of a receiver, liquidator,
assignee, trustee, conservator or sequester (or other similar official) of such
Person, or of all, or of a substantial part, of his or its
properties;


    
      
         


      

      
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    (vii)     the
making by such Person of an assignment for the benefit of
creditors;

    


    (viii)    the
admission in writing by such Person of his or its inability to pay his or its
debts generally as they come due; or

    


    (ix)       the
taking of any corporate or other action by such Person in furtherance of any of
the foregoing.

    


    “Bankruptcy
Code” shall mean Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §
101 et seq., as the same may
be amended.

    


    “BRT
Senior Mortgage” shall mean the mortgage in the original principal amount of
$27,000,000 made in favor of BRT, as mortgagee, which encumbers the Surrendered
Properties and those certain Additional Properties at 37-39 William Street, 41
William Street, 237 Halsey Street, 239-241 Halsey Street, 229-235 Halsey Street,
296-304 Washington Street, 16 Maiden Lane, 14 Maiden Lane and 18-22 Maiden Lane,
which is replacing the BRT Existing Senior Mortgages.

    


    “Budget
Year” shall have the meaning ascribed to it in Section 5.1(b).

    


    “Capital
Contribution” of a Member shall mean the amount initially contributed by such
Member to the Company pursuant to Sections 3.1 and 3.2 hereof and any Additional
Advance made by such Member after the date hereof.

    


    “Cash Flow” means all cash receipts of
the Company received during any period (including Sale Proceeds and Refinancing
Proceeds), from whatever source derived, less the amount of all of the Company’s
expenses paid during such period, including, without limitation, capital
contributions made by the Company to any of its subsidiaries, debt service
payments and the amount of any cash set aside for working capital, property
replacement reserves or expenditures pursuant to an Approved Budget and such
other expenditures that may be permitted pursuant to this
Agreement.

    


    “Cash
Flow Percentages” shall have the meaning ascribed to it in Section
8.1(a).

    


    “Code”
shall mean the United States Internal Revenue Code of 1986, as the same may be
amended, the regulations promulgated thereunder (“Treasury Regulations”), and
any corresponding provisions of subsequent law.

    


    “Common
Capital Contributions” shall mean the amounts contributed by the Members
pursuant to Sections 3.1A(i) and 3.1B(i).


    
      
         


      

      
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    “Company”
shall mean the company as originally formed by the TRB members, as said company
may from time to time be constituted.

    


    “Environmental
Reports” shall mean the reports set forth on Exhibit E annexed
hereto.

    


    “Family
Member” means, as to any Person who is a natural person, such Person’s spouse,
sibling, lineal descendant or forebear, or a trust for the benefit of such
Person or such Person’s spouse, sibling, lineal descendant or forebear
(including a trust that includes as a beneficiary the spouse of any such lineal
descendant or forebear). A Person’s “lineal descendant or forebear” shall
include the adoptive parent and the adopted child of any such Person or of any
of such Person’s lineal descendants or forebears.

    


    “Interest”
shall have the meaning ascribed to it in Section 7.1 hereof.

    


    “Lease”
means any oral or written lease, sublease, license or any other occupancy
arrangement, possessory licensed or other agreement or arrangement demising or
otherwise granting possessory rights, to any party or all or any part of the
Property, the 909 Assemblage or the Washington-William Street
Property.

    


    “LLC Law”
shall mean the New York Limited Liability Company Law.

    


    “Loss of
Income” means a reduction of rental income (for any reason, including, but not
limited to, the expiration of any Lease or other agreement) payable with respect
to one or more particular parcels of real property that constitute the Property
and are covered by a particular mortgage, if such reduction would result in such
parcels or parcels having rental income of less than 50% of the rental income
that was payable pursuant to the Leases or other agreements for such parcel or
parcels immediately prior to such reduction.

    


    “Manager”
shall mean the Person then appointed as Manager of the Company in accordance
with the terms of this Agreement.  The initial Manager as of the date
of this Agreement shall be RBH Capital.  The Manager may, but shall
not be required to, be a Member of the Company.

    


    “Member”
shall mean any Person who is a member (including a Substituted Member) of the
Company at the time of reference thereto.  Members shall refer to all
Members at the time of reference thereto.

    


    “Notice”
shall have the meaning ascribed to it in Section 13.2 hereof.

    


    “Percentage
Interest” shall mean the percentages in the Company for each Member set forth on
Exhibit B attached hereto, as amended and/or adjusted pursuant to the terms of
this Agreement.


    
      
         


      

      
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    “Person”
shall mean any individual and any partnership, company, corporation, joint
venture, trust, business trust, cooperative, association, limited liability
company and other entity and the heirs, executors, administrators, successors
and assigns thereof.

    


    “Preferred
Return” shall mean a return calculated monthly accruing on the average daily
balance of the Unrecouped TRB Preferred Capital Contributions at 10% per annum,
compounded monthly.

    


    “Priority Return” shall have the
meaning ascribed to it in Section 8.1(a)4.

    


    “Property”
shall mean the Surrendered Properties and the Additional Properties and, upon
acquisition by the Company, the 909 Assemblage and/or the Washington-William
Street Property.

    


    “Refinancing”
shall mean the replacement, increase, consolidation, modification or extension
of any mortgages on the Property or any portion thereof or if no mortgages exist
then the placement of a mortgage on the Property or any portion
thereof.

    


    “Refinancing
Proceeds” shall mean the proceeds derived from a Refinancing, less the expenses
incurred in connection with the receipt or collection thereof and the amount
thereof applied in reduction of any Company liabilities.

    


    “Removal
Event” shall have the meaning ascribed to it in Section 5.9(b).

    


    “Required
Approval” shall mean the approval of Members holding Percentage Interests
greater than 50.1%.

    


    “Sale”
shall mean a sale, condemnation, voluntary or involuntary conversion, insured
casualty or other disposition of the Property or any portion
thereof.

    


    “Sale
Proceeds” shall mean the net proceeds derived from any Sale less (i) the
expenses incurred in connection with the receipt or collection thereof, (ii) in
the case of a condemnation, voluntary or involuntary conversion or insured
casualty, such portion thereof as is required to repair, restore or replace the
Property or any portion thereof and (iii) all amounts thereof applied in
reduction of Company liabilities.

    


    “Substituted
Member” shall mean any Person admitted to the Company as a Member pursuant to
the provisions of Section 7.7 hereof.

    


    “Surrendered
Properties” shall mean those 19 real properties located in Newark, New Jersey
and more particularly described on Exhibit A-1 attached hereto and the buildings
and other improvements and the personal property attached or appurtenant thereto
or used in connection therewith together with all incidents of ownership
attendant or appurtenant thereto, and the proceeds of any of the foregoing,
which were surrendered to the Property Owners in lieu of
foreclosure.


    
      
         


      

      
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    “Transfer”
shall have the meaning ascribed to it in Section 7.1 hereof.

    


    “Unrecouped
TRB Preferred Capital Contributions” means the TRB Members’ Preferred Capital
Contributions made pursuant to Section 3.2 decreased by the distributions made
pursuant to Sections 8.1(a)(3), 8.1(b)(3), 8.1(c)(3) and 8.1(d)(3).

    


    “Washington-William
Contract” shall mean those certain rights granted with respect to the
Washington-William Street Property (hereinafter defined) to WKA Development,
Inc. (“WKA”), pursuant to that certain Resolution of the City of Newark, New
Jersey, No. 7R3-B(S3), adopted on October 21, 2008, as such rights were assigned
by WKA to RBH Group Partners XXVII, L.P. (“RBH XXVII”“), pursuant to that
certain Assumption and Assignment Agreement, dated October 28, 2008, between WKA
and RBH XXVII, as amended by amendment last dated as of April 6, 2009.
Simultaneously with the execution of this Agreement, the Company will own,
directly or indirectly, 100% of the beneficial ownership interests in RBH
XXVII.

    


    “Washington-William
Street Property” shall mean the properties set forth on Exhibit
A-3.

    


    “909
Assemblage” shall mean the properties owned by RBH Group Partners XI, L.P., set
forth on Exhibit A-4.

    


    “909
Contract” shall mean that certain Contract dated as of the date hereof between
RBH XI (defined below) and the Company.

    


    ARTICLE
II

    


    FORMATION

    


    2.1           Formation of
Company.

    


    The TRB
Members have heretofore formed a New York limited liability company under and
pursuant to the LLC Law by filing Articles of Organization with the New York
Secretary of State.


    
      
         


      

      
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    2.2           Name and Principal Place of
Business.

    


    The
Company shall conduct its business and promote its purposes under the firm name
of RBH–TRB Newark Holdings LLC.  The Company’s principal office for
the transaction of business shall be at 16 West 36th Street, Suite 801, New
York, New York  10018 or such other address in the New York
metropolitan area designated by the Manager upon not less than thirty (30) days
notice to the Members.

    


    2.3           Purposes.

    


    Except as
otherwise expressly provided herein, the purposes of the Company shall be to
acquire, own, operate, develop, manage, lease and otherwise deal with the
Property, directly or through one or more direct or indirect subsidiaries and to
conduct such other business activities and operations as are consistent with and
reasonably related to the foregoing purposes and, in connection therewith, to
borrow money necessary or appropriate for the Company’s business, to pledge,
mortgage or otherwise encumber all or any part of the Property or any interest
therein and any other assets of the Company (including without limitation
interests in any direct or indirect subsidiary) and to sell, lease, exchange or
otherwise dispose of all or any part of the Property, the interests in any
direct or indirect subsidiary or any interest in the Property and any other
assets of the Company for cash, stock, securities, evidences of indebtedness and
other assets, or any combination thereof, upon such terms and conditions as the
Manager from time to time may determine, subject to the terms of this
Agreement.  In furtherance of such purposes, the Company shall have
all powers necessary, suitable or convenient for the accomplishment thereof or
incidental thereto.

    


    2.4           Term.

    


    The term
of the Company began as of the date of the filing of the Articles of
Organization with the Secretary of State of the State of New York and shall
continue and extend until such date as the Company shall be dissolved and
terminated pursuant to the laws of the State of New York or Article XI
hereof.

    


    2.5           Minimum Number of
Members.

    


    At no
time shall there be fewer than one Member.

    


    2.6           Title to the
Property.

    


    Title to
each Property owned by or leased to the Company shall be held in the name of the
Company or in a direct or indirect subsidiary of the Company formed specifically
for the purpose of holding title to a Property (each, a “Property
Owner”).


    
      
         


      

      
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    ARTICLE
III

    


    CAPITAL CONTRIBUTIONS;
CAPITAL ACCOUNTS; INTEREST

    


    3.1           Capital
Contributions.

    


    A.           (i)  Simultaneously
herewith, RBH Partners will cause to be contributed to the Property Owners the
Additional Properties. Immediately following such contribution, the Additional
Properties located at 300 Washington Street and 229 Halsey Street shall be
encumbered by the BRT Senior Mortgage.  The Members agree to credit
the RBH Members (pro rata in accordance with their Percentage Interests) with
having made a total initial Common Capital Contribution of $3,909,068 and which
is intended to be equal to 49.9% of the total initial common capital of the
Company (excluding the TRB Members’ Preferred Capital Contributions as hereafter
defined).

    


    (ii)  In addition, RBH
Partners shall, upon execution of this Agreement, make an Additional Advance of
$3,152,498.68 which is intended to be 49.9% of the closing costs for the
formation of the Company along with 49.9% of the amount necessary to establish
an original working capital reserve and an original interest reserve, all as
indicated on the Approved Budget attached hereto as Exhibit D.

    


    B.           
(i)  The TRB Members have heretofore contributed the BRT Junior
Mortgages to the Property Owners, having as of the date of such contribution an
outstanding balance of principal and accrued interest in the amount of
$12,006,341, of which $3,924,736 thereof shall be deemed made on account of the
initial Common Capital Contribution of the TRB Members.

    


    (ii)  In addition, the TRB
Members (pro-rata in accordance with their respective Percentage Interests)
shall, upon execution of this Agreement, make an aggregate Additional Advance of
$3,165,133.94 (to the extent not heretofore made) which is intended to be 50.1%
of the closing costs for the formation of the Company along with 50.1% of the
amount necessary to establish an original working capital reserve and an
original interest reserve, all as indicated on the Approved Budget attached
hereto as Exhibit D.

    


    
      	
               
      

            	
              3.2

            	
              TRB Members’ Preferred
      Capital Contributions.

            


    

    


    (a)           On
execution of the Original Agreement, BRT Realty Trust, an Affiliate of the TRB
Members (“BRT”), contributed the BRT Junior Mortgages to the Property Owners on
behalf of the TRB Members as their initial capital contribution to the
Company.  In consideration for the TRB Members causing BRT to
contribute to the Property Owners a portion of the BRT Junior Mortgages
representing an aggregate of $6,887,371 outstanding, the Members agree that the
TRB Members (pro-rata in accordance with their respective Percentage Interests)
will be deemed to have contributed to the Company the aforesaid sum of
$6,887,371 (the “TRB Members’ Preferred Capital Contributions”) in exchange for
a preferred membership interest in the Company having a deemed preference in the
amount of $6,887,371.  The TRB Members’ preferred capital account
shall be credited with the aforesaid aggregate amount of $6,887,371 (pro-rata in
accordance with their respective Percentage Interests) and shall sometimes be
referred to herein as the “TRB Members’ Preferred Capital
Accounts”).


    
      
         


      

      
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    (b)           If
and to the extent the 909 Assemblage is 100% owned directly or indirectly by the
Company, the TRB Members’ Preferred Capital Contributions shall be reduced
(pro-rata in accordance with the TRB Members’ respective Percentage Interests)
by the amount of any discount on the pay-off of the Current Debt (as defined in
Section 5.4(d) hereof) that the owners of the 909 Assemblage may realize, if
any, if such discount is received and the 909 Assemblage is so transferred to
the Company (directly or indirectly) on or before the first anniversary of the
date of this Agreement, free and clear of all liens and encumbrances other than
the refinanced debt described in the Approved Transaction Memo (as defined in
Section 5.4(d) hereof) and those other liens and encumbrances set forth on the
exhibit attached to the Approved Transaction Memo; and upon such reduction the
Preferred Capital Account balances of the TRB Members shall be decreased, pro
rata, to equal their Unrecouped TRB Preferred Capital Contributions as of such
date and the Common Capital Account balances of the TRB Members shall be
increased, pro rata, by the amount of such reduction.

    


    3.3           Capital
Accounts.

    


    A
separate common capital account (each a “Common Capital Account”) shall be
maintained for each Member.  The aggregate amount of each Member’s
Common Capital Account shall be the amount of such Member’s initial Common
Capital Contribution made pursuant to Section 3.1 increased by such Member’s
share of Company profits pursuant to Article IX hereof (other than profits
allocated with respect to a Member’s Preferred Capital Account) and not
distributed to such Member, by any increase thereto by reason of Section 3.2(b)
and by any Additional Advances, and decreased by distributions made to such
Member by the Company pursuant to Section 8.1 (other than Sections 8.1(a)(2) and
(3), 8.1(b)(2) and (3), 8.1(c)(2) and (3), and 8.1(d)(2) and (3)), by such
Member’s share of Company losses pursuant to Article IX hereof (other than
losses allocated to a Member’s Preferred Capital Account
balance).  Additionally, each of the TRB Members shall have a separate
capital account (each a “Preferred Capital Account”; the Common Capital Accounts
and the Preferred Capital Accounts, the “Capital Accounts” and each a “Capital
Account”) in the amount of such TRB Preferred Capital Contributions made
pursuant to Section 3.2(a), decreased (but not below zero) by the sum of (i) any
reduction in such Member’s TRB Members’ Preferred Capital Contributions made
pursuant to Section 3.2(b), (ii) any loss recognized by such Member upon
acquisition of the Surrendered Properties, (iii) any losses allocated to such
Member pursuant to Article IX with respect to such Member’s Preferred Capital
Account balance, and (iv) any distributions made to such Member pursuant to
Sections 8.1(a)(2) and (3), 8.1(b)(2) and (3), 8.1(c)(2) and (3), and 8.1(d)(2)
and (3), and increased by any profits allocated to such Member pursuant to
Article IX with respect to such Member’s Preferred Capital Account
balance.  Except as otherwise expressly provided herein, no Member
shall be permitted to make any withdrawals from such Member’s Capital
Account.  Capital Accounts shall be maintained in accordance with
Section 1.704-1(b)(2)(iv) of the Treasury Regulations.


    
      
         


      

      
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    Effective
as of the close of business on the date immediately preceding the date on which
the RBH Members have contributed the Additional Properties to the Company and
have been admitted as Members of the Company, the books of the Company shall be
closed and any profits shall be allocated to the Common Capital Account balances
of the TRB Members and any losses shall be allocated first to the Common Capital
Account balances of the TRB Members until reduced to zero and then to the
Preferred Capital Account balances. Effective as of the date on which the RBH
Members have contributed the Additional Properties to the Company and have been
admitted as Members of the Company, the Preferred Capital Account balance of the
TRB Members shall, if necessary, be booked-up to an amount equal to the TRB
Preferred Capital Contribution (subject to reduction as provided in Section
3.2(b) and the Common Capital Account balance of the TRB Member’s shall be
booked-up or booked-down to the Common Capital Contribution of the TRB Members
and any such book-up or book-down, shall be deemed built-in Section 704(c) gain
or loss, as the case may be, with respect to the Surrendered
Properties.

    


    3.4           Interest and Right to
Property.

    


    Except as
expressly set forth herein, no interest or preferred return shall be paid on the
Capital Contribution of any Member, nor shall any Member have the right to
demand and receive property, other than cash, in return for such Member’s
Capital Contribution.

    


    3.5           Additional
Advances.

    


    Subject
to receipt of the Required Approval from the Members, the Manager shall be
permitted, if the Manager shall determine in its reasonable opinion that it is
necessary or advisable that the Company have additional funds, to request of the
TRB Members on the one hand (acting jointly in proportion to their respective
Percentage Interests in all cases for purposes of this Section 3.5 and Section
3.6(a) below) and RBH Partners, on the other hand, that they contribute to the
Company such additional funds pursuant to a written notice to the TRB Members
and RBH Partners (the “Additional Advance Notice”) specifying the aggregate
amount of the requested Additional Advance, each Member’s pro-rata amount of
such Additional Advance based on its relative Percentage Interest and the date
such advance must be contributed, which, except as otherwise provided herein,
shall be not less than ten (10) days after the Additional Advance Notice is
given.  By sending an Additional Advance Notice to the other Members,
any Member may, without having obtained Required Approval, require an Additional
Advance (i) to cure or prevent defaults under the BRT Senior Mortgage and the
current mortgages secured by 67 Market Street and 69 Market Street (including,
without limitation, to cover the principal balance due thereunder if such
mortgage(s) shall have matured or shall be maturing within next 30 days or if
same shall have been accelerated upon a default by the Company), (ii) in the
event of an emergency repair to the Property (to prevent imminent harm to humans
or to property belonging to third parties or required to avoid fines or criminal
sanctions), (iii) to the extent such Additional Advance is to be made pursuant
to Section 3.7(a), or (iv) to obtain the funds necessary to exercise the right
to extend the five-year term of the BRT Senior Mortgage for an additional two
years as set forth in the loan documents executed in connection BRT Senior
Mortgage.  Except for Additional Advances required pursuant to an
Additional Advance Notice sent pursuant to the preceding sentence, all
Additional Advances shall necessitate that Required Approval be
obtained.  Such additional funds actually received by the Company
shall be referred to herein as the “Additional Advances” and individually as an
“Additional Advance.”


    
      
         


      

      
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    3.6           Failure to Contribute
Additional Advances.

    


    (a)           If
any Member fails to contribute its full share of any Additional Advance called
for pursuant to the provisions of this Agreement within ten (10) days of the
date on which payment of the Additional Advance was required to be made (the
“Non-Contributing Member,” and the amount of cash that such Non-Contributing
Member failed to timely contribute being herein referred to as its “Deficit
Amount”), the Manager or any Contributing Member (as hereinafter defined) shall
give a notice of such failure to the other Members. For a period of fifteen (15)
days following the giving of such notice, or with respect to a notice of the
failure of a Member to make an Additional Advance required to be made pursuant
to Section 3.7(a), for a fifteen (15)-day period commencing on the February 1
next succeeding the November date on which such Additional Advance was due, the
Members who have contributed their own full share of such Additional Advance
(the “Contributing Members”) shall have the right (but not the obligation) to
advance directly to the Company all or any portion of the Deficit Amount of all
Non-Contributing Members as such Contributing Member shall determine (except
that if there is more than one Contributing Member, such Contributing Member may
contribute more than its pro-rata share of the Deficit Amount (based on the
Percentage Interests of the Contributing Members), but only to the extent, if
any, that any other Contributing Members contribute less than their pro-rata
shares).  The portion (or all) of the Deficit Amount advanced by each
Contributing Member shall be deemed to be an Additional Advance made by such
Contributing Member and added to such Contributing Member’s Capital
Account.


    
      
         


      

      
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    (b)           In
addition, and notwithstanding whether any Contributing Member makes any
Additional Advance on behalf of a Non-Contributing Member, the Percentage
Interest of each Non-Contributing Member shall be decreased by the number of
percentage points equal to the percentile equivalent of a fraction, the
numerator of which shall be an amount equal to two hundred percent (200%) of
such Non-Contributing Member’s Deficit Amount and the denominator of which shall
be an amount equal to the total sum of the Capital Contributions, including all
Additional Advances and deemed Additional Advances, made by all Members through
the end of the fifteen (15)-day period described above but excluding the TRB
Members’ Preferred Capital Contributions.  In each such case the
Percentage Interest of each Member other than the Non-Contributing Members shall
be increased by the percentage obtained by multiplying the percentage by which
such Non-Contributing Member’s Percentage Interest was decreased pursuant to the
preceding sentence by a fraction, the numerator of which shall be an amount
equal to the total sum of the Capital Contributions, including all Additional
Advances and deemed Additional Advances, made by such Contributing Member
through the end of the fifteen (15)-day period described above and the
denominator of which shall be shall be an amount equal to the total sum of the
Capital Contributions, including all Additional Advances and deemed Additional
Advances, made by all Contributing Members through the end of the fifteen
(15)-day period described above, but in both cases excluding the TRB Members’
Preferred Capital Contributions.  Corresponding adjustments shall be
made to the Cash Flow Percentages in accordance with the definition of Cash Flow
Percentages set forth in Section 8.1.  In addition, the amount of the
Additional Advances (the aggregate returned and unreturned Additional Advances
made prior to the current Additional Advance with respect to which a Member
became a Non-Contributing Member), Common Capital Contributions (the aggregate
returned and unreturned Common Capital Contributions made prior to the current
Additional Advance with respect to which a Member became a Non-Contributing
Member) and the unpaid Priority Return on the Additional Advances made prior to
the current Additional Advance with respect to which a Member become a
Non-Contributing Member, shall be adjusted so that the new Percentage Interests
equate to the respective interests of the Members in such items; provided that
the TRB Members’ Preferred Capital Accounts shall not be affected
thereby.  In the event there shall be multiple adjustments to
Percentage Interests, the reductions to a Non-Contributing Member’s items after
an initial reduction in such items shall take into account only the remaining
items of such Non-Contributing Member. By way of illustrative example
only:

    


    Assume
that (i) the TRB Members and RBH Partners are the only Members having a
Percentage Interest, (ii) the Percentage Interests of the TRB Members (in the
aggregate) and RBH Partners are 50% and 50% respectively, (ii) a $2,000,000
Additional Advance is required of the Members, (iii) the TRB Members contribute
their $1,000,000 proportionate share of such Additional Advance, (iv) RBH
Partners fails to contribute its $1,000,000 proportionate share of such
Additional Advance and (v) the TRB Members fund the $1,000,000 on account of RBH
Partners’ failure to fund its proportionate share of such Additional Advance).
Assume further that RBH Partners and the TRB Members have previously each
contributed Additional Advances in the amount of $1,000,000, the accrued and
unpaid Priority Return thereon with respect to each of RBH Partners and the TRB
Members is $100,000 and that the Common Capital Contributions of the TRB Members
(exclusive of contributions to the TRB Members’ Preferred Capital Accounts) and
RBH Partners are $4,000,000 and $4,000,000, respectively.  In such
event, in addition to the TRB Members’ rights to receive a priority distribution
of its Additional Advance (exclusive of its Preferred Capital Contributions)
plus the Priority Return on the Additional Advance as hereinafter set
forth:


    
      
         


      

      
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    (a)           The
Percentage Interests of the TRB Members and RBH Partners shall be revised to
33.33% to RBH Partners and 66.67% in the aggregate to the TRB Members (i.e., the
reduction formula is 200% x 1,000,000 Deficit Amount) /  ($8,000,000
[Prior Common Capital Contributions] + $2,000,000 [prior Additional
Advances] + $2,000,000 [current Additional Advances]) = 16.67%; 50% - 16.67% =
33.33%. In addition, the Cash Flow Percentages shall be adjusted in accordance
with the definition of Cash Flow Percentages set forth in Section
8.1.

    


    (b)           RBH
Partners’ aggregate Common Capital Contributions (both returned [for purposes of
calculating future adjustments to Percentage Interests] and unreturned [for
calculating distributions under Section 8.1]) are reduced by $666,800
[$4,000,000 x 16.67%] and the TRB Members’ aggregate and unreturned Common
Capital Contributions are correspondingly increased for such purposes,
respectively.

    


    (c)           RBH
Partners’ aggregate Additional Advances (both returned [for purposes of
calculating future adjustments to Percentage Interests] and unreturned [for
calculating distributions under Section 8.1, including the Priority Return]) are
reduced by $166,700 [$1,000,000 x 16.67%] and the TRB Members’ aggregate and
unreturned Additional Advances are correspondingly increased for such purposes,
respectively.

    


    (d)           RBH
Partners’ unpaid Priority Return is reduced by $16,670 [$100,000 x 16.67%] and
the TRB Members’ unpaid Priority Return  is correspondingly
increased.

    


    3.7           Mandatory Capital
Calls.

    


    (a)           No
later than six (6) months prior to the start of each Budget Year (i.e. December
1), the Members shall make Additional Advances (pro-rata in accordance with
their respective Percentage Interests) equal to the budgeted shortfall for the
following Budget Year, or if no budget has been approved for such following
year, the Members shall on December 1 prior to the next Budget Year make
Additional Advances (pro-rata in accordance with their respective Percentage
Interests) equal to the budgeted shortfall for the then current Budget Year,
adjusted as set forth in Section 5.1(b) hereof.

    


    (b)           The
Additional Advances set forth in the second sentence of Section 3.5 shall be
required to be made by the Members (pro-rata in accordance with their Percentage
Interests) within ten (10) days of notice from the Member(s) requesting such
Additional Advances.

    


    3.8           Restoration of Negative
Capital Accounts.

    


    In the
event of a liquidation of the Company, no Member with a negative balance in its
Capital Account shall be required to pay over to the Company such amount as may
be necessary to increase such Capital Account to zero.


    
      
         


      

      
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    ARTICLE
IV

    


    FUTURE
ACQUISITIONS

    


    4.1           Future
Acquisitions.

    


    If (a) after the date hereof and until
earlier of (i) the fifth anniversary of the date of this Agreement (or the
seventh anniversary of the of the date of this Agreement, if the maturity date
of the BRT Senior Mortgage has been extended pursuant to the terms thereof) or
(ii) the date upon which RBH Capital is removed as Manager pursuant to Section
5.9(a) hereof (the “Expiration Date”), any Member or its Affiliate shall from
time to time determine to acquire an interest in any real estate located in
“Downtown Newark” (as determined by the Downtown Newark District in New Jersey)
but not located within the Project Area (as hereinafter defined) (a “Future
Outside Acquisition”), or (b) at any time after the date hereof, any Member or
its Affiliate shall from time to time determine to acquire an interest in any
real estate located in the Project Area (a “Future Project Acquisition”); then
in any such event, such Member, i.e., the Member who intends
or whose Affiliate intends to make the acquisition (the “Offering Member”) shall
give notice (each, an “Acquisition Notice”) to each of the other Members, and
such Acquisition Notice shall include a short description of the interest in the
real estate to be acquired and copies of the proposed investment documents to be
executed by the other Member if such other Member elects to acquire an interest
in the Future Outside Acquisition or Future Project Area Acquisition, as the
case may be.  The Offering Member shall provide to any other Member
such further information regarding the Future Outside Acquisition or Future
Project Area Acquisition as such other Member may reasonably
request.  If all of the Members shall acquire 100% of the ownership
interests in any Future Project Acquisition in accordance with the provisions of
this Section 4.1, the terms of the ownership, operation and management of the
Future Project Acquisition shall be substantially similar to those contained in
this Agreement, except for those terms relating to the BRT Senior Mortgage, the
TRB Members’ Preferred Equity Contributions, Preferred Capital Accounts and
Preferred Return, the rights of the TRB Members to remove the Manager other than
for a Removal Event (unless either of the TRB Members is the Offering Member),
the payment of Fees (it being agreed, however, that a commercially reasonable
property management fee may be paid to an Affiliate of the Manager), and such
other terms as contextually inappropriate or inapplicable to the Future Project
acquisition. Within ten (10) business days of receipt of an Acquisition Notice
(time being of the essence), such other Member shall have the right to elect to
acquire an interest in the Future Outside Acquisition or Future Project Area
Acquisition equal to its Percentage Interest, by giving written notice of such
election to the Offering Member. Such other Member, if it elects to acquire the
Future Outside Acquisition or Future Project Area Acquisition, shall provide the
funds necessary to effectuate the acquisition of such interest in the Future
Outside Acquisition or Future Project Area Acquisition at the same time as the
balance of the funds necessary to effectuate the transaction are required, but
in no event less than five (5) business days after receipt of a notice (each, a
“Funds Notice”) from the Offering Member demanding payment of such funds,
stating the date upon which such funds must be paid and wiring instructions with
respect thereto, and confirming that all of the other Persons acquiring
interests in the Future Outside Acquisition or Future Project Area Acquisition
have either funded or are being required to simultaneously fund their
proportionate share.  At the same time as it delivers such funds, such
other Member shall also deliver to the Offering Member such duly executed
documentation reasonably required by the Offering Member to effectuate such
acquisition, except that such other Member shall not be required to provide a
guaranty to any lender in connection with such acquisition. Upon the request of
any other Member that has delivered such funds and documentation, the Offering
Member shall promptly provide such other Member with a list on which shall be
set forth the names of all members, partners or other direct investors in the
Future Outside Acquisition or Future Project Area Acquisition and the amount of
capital theretofore contributed by each such Person. If such other Member shall
fail to elect to acquire an interest in the Future Outside Acquisition or Future
Project Area Acquisition or if such other Member shall fail to provide such
funds or duly executed documentation on or before the date upon which they are
due as set forth in the Funds Notice (time being of the essence) or if such
other Member shall notify the Offering Member in writing that such other Member
is not interested in investing in the Future Outside Acquisition or Future
Project Area Acquisition on the terms set forth in the proposed investment
documents (either such circumstance, a “Non-Investment”), such other Member,
shall have no right to invest in such Future Outside Acquisition or Future
Project Area Acquisition on the terms set forth in the Acquisition Notice and
the proposed investment documents, and the Offering Member shall have a one
hundred eighty (180)-day period thereafter to consummate a transaction with any
third party to invest in such Future Outside Acquisition or Future Project Area
Acquisition on such terms or on terms more advantageous to the Offering Member.
If the closing of the Future Outside Acquisition or Future Project Area
Acquisition is not consummated within one hundred eighty (180) days of the date
funds were due as set forth in the Funds Notice or if the Future Outside
Acquisition or Future Project Area Acquisition is terminated, the Offering
Member shall promptly thereafter return to each other Member any funds and
executed documentation previously delivered by such other Member in connection
with such Future Outside Acquisition or Future Project Area
Acquisition.


    
      
         


      

      
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    Notwithstanding
anything herein to the contrary, the foregoing rights granted to the TRB Members
to invest in Future Outside Acquisitions shall be in effect only for so long as
the TRB Members or their Affiliates own their Interests and shall not be
available to any Person (other than an Affiliate of a TRB Member) to whom all or
any portion of the Interests of the TRB Members are Transferred pursuant to
Article VII hereof.

    


    Notwithstanding
anything herein to the contrary, the foregoing rights granted to the Members to
invest in Future Outside Acquisitions and Future Project Area Acquisitions shall
not be available with respect to certain properties located at 212 Rome Street,
875-881 Broad Street and 260 Washington Street, Newark, New Jersey.

    


    As used
herein, the term “Project Area” shall mean that area in Newark, New Jersey, as
more particularly described on Exhibit F attached hereto.


    
      
         


      

      
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    ARTICLE
V

    


    MANAGEMENT; RIGHTS OF
MEMBERS; FEES AND EXPENSES

    


    5.1           Management; Budget; Company
Funds.

    


    (a)           Except
as otherwise expressly provided for herein and subject to the restrictions
contained in Section 5.4 hereof, the business affairs of the Company shall be
managed by the Manager and the Manager shall have the power and authority to
manage, operate and control the business of the Company and the Property,
subject to and in accordance with an Approved Budget and this
Agreement.

     

    (b)           As
used herein, “Approved Budget” shall mean the annual budget, prepared by the
Manager and approved by the Required Approval of Members, setting forth the
estimated operating revenue, capital and operating expenses of the Company for
the coming annual period (measured from June 1 through May 31, each such period
a “Budget Year”) and for each month and each calendar quarter of such Budget
Year, in such detail as any Member shall reasonably require.  Attached
hereto as Exhibit D is the initial Approved Budget through May 31,
2010.   With respect to the title insurance premium being paid
pursuant to the Approved Budget, the Members determined to obtain an owner’s
title insurance policy as of the date of this Agreement insuring the Property in
an amount of $33,735,000, representing a combined amount of the BRT Senior
Mortgage and the Additional Advances being made by TRB Members and RBH Members
pursuant to Section 3.1(A)(ii) and 3.1(B)(ii) as of the date of this Agreement
and acknowledge that such amount is less than the amounts invested in the
Company as of the date hereof and that this is being done solely for the purpose
of saving title insurance premiums.  The Company shall operate under
annual Approved Budgets which shall be prepared and submitted by the Manager to
the Members for Required Approval.  After an Approved Budget has been
approved by the Required Approval, the Manager shall implement it on behalf of
the Company and may cause the Company to incur the expenditures and obligations
therein provided.  The Manager shall deliver to the Members for
approval a proposed budget for each Budget Year no later than November 1
(starting as of November 1, 2009) of the preceding Budget Year.  The
Members shall approve, reject, or provide changes to any proposed budget within
thirty (30) days after such proposed budget together with all supporting
information necessary for the Members to review the proposed budget, is
submitted to the Members.  If any proposed budget has not been
approved by the first day of any Budget Year (i.e., June 1), the Company shall
operate for such Budget Year under the most recent Approved Budget, with such
adjustments as may be necessary to reflect deletion of non-recurring expense
items set forth on such Approved Budget and increased by amounts known for
insurance costs, taxes, utility costs, and debt service payments and an increase
for each Budget Year of 5% for such items to the extent that the amount of such
increase is not known and an increase for each Budget Year of 5% for all other
recurring items (other than Fees) set forth on the most recent Approved Budget
(such most recent Approved Budget, as so adjusted, a “Deemed Budget”); provided,
however, no Non-Essential Expenditures (defined below) shall be included in any
Deemed Budget or made by the Company for any Budget Year until an Approved
Budget for such year is approved, unless Members specifically consent to payment
of any such Non-Essential Expenditure by the Required Approval. “Non-Essential
Expenditures” shall mean capital expenditures or any expenditures (a) relating
to the sale or marketing of, the development and implementation of leasing
programs for, or the change in the use or zoning of the Property or any portion
thereof, (b) any cost relating to the development, redevelopment or improvement
of the Property or any portion thereof that is not required to be paid pursuant
to a contract or other agreement with respect to which the Required Approval has
been obtained, and (c) any cost relating to the development, redevelopment or
improvement of the Property or any portion thereof that is required to be paid
pursuant to a contract or other agreement with respect to which the Required
Approval has been obtained, where there has been a material change in the
portion of the Property to which such contract or agreement relates.
Non-Essential Expenditures shall in no event include expenditures to pay for any
emergency repairs described in clause (ii) of Section 3.5).


    
      
         


      

      
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    (c)           Notwithstanding
anything to the contrary set forth above, if any one or more particular parcels
of real property that constitute the Property encumbered by a mortgage other
than the BRT Senior Mortgage or the existing mortgages secured by 67 Market
Street and 69 Market Street suffers a Loss of Income that continues for six
months, any Approved Budget or deemed Approved Budget then in effect shall be
deemed to no longer include expenses that relate to such parcel or parcels,
including, without limitation, the debt service required under any mortgages or
other loans with respect to such parcel or parcels; and payment by the Company
of such expenses may thereafter be made only with Required Approval. If such
Required Approval can not be obtained because one or more but not all of the
Members are unwilling to approve such payment, the Company shall, at the request
of the Member or Members willing to make such payment, convey the parcel or
parcels, subject to outstanding mortgages and liabilities, in its or their “as
is” condition, to a designee of such Member or Members, in consideration of
payment to the Company of the sum of $10,000, provided they deposit with
attorneys or national title insurance company designated by such unwilling
Members, an amount equal to the amount of debt service, real estate taxes and
the cost of insurance premiums with respect to such parcel or parcels reasonably
anticipated by such unwilling Members to become due and payable during the
following 12-month period, which amount shall be held in escrow and used solely
to pay when due any such debt service, real estate taxes and cost of insurance
premiums with respect to such parcel or parcels with the balance, if any,
returned to the willing Members at the end of such 12-month period.

     

    (d)           All
Company funds and funds of any direct or indirect subsidiary controlled by the
Company shall be maintained in an account in the Company’s name (or in the name
of such subsidiary) in Capital One Bank or another FDIC insured bank approved by
the Members.  Any checks drawn on or withdrawals from such account in
excess of $10,000 shall require the signature of TRB.  The Manager
shall provide to the TRB Members copies of the monthly bank statements together
with the monthly reports referred to in Section 10.4.


    
      
         


      

      
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    5.2           Fees.

    


    (a)           For
so long as RBH Capital is the Manager, RBH Group, LLC, an Affiliate of RBH
Capital, shall be entitled to receive an asset management fee equal to $850,000
per Budget Year (the “Asset Management Fee”) and RBH Management, LLC shall be
entitled to receive a property management fee equal to $40,000 per Budget Year
(the “Property Management Fee” and together with the Asset Management Fee, the
“Fees”).  The Asset Management Fee shall be paid in advance in monthly
installments of $70,833.33 and the Property Management Fee shall be paid in
advance in monthly installments of $3,333.33 commencing on the first day of the
month immediately following the month in which the date hereof occurs and the
first day of every month thereafter (pro-rated for each partial month, if any)
and on the date hereof, payment of such Fees shall be made for the period from
the date hereof through the last day of the month in which the date hereof
occurs (pro-rated for a partial month).  RBH Capital, so long as it
acting as the Manager, shall be required to maintain (i) an errors and omissions
policy covering RBH Capital, RBH Group LLC and RBH Management LLC, insuring the
Company in an amount not less than $1,000,000, and (ii) crime insurance
providing Employee Dishonesty coverage with a limit no less than $1,000,000
covering all employees of RBH Management LLC, which coverage shall be extended
to apply to property of others in the care, custody and control of RBH Capital
acting as the Manager.   The foregoing insurance shall be written
with insurance companies licensed to do business in State of New Jersey and
rated no lower than A XIII in the most current edition of A.M. Best’s
Property-Casualty Key Rating Guide.  RBH Capital shall provide
evidence of the foregoing insurance together with proof of payment of the annual
premium therefore and shall otherwise be in form reasonably acceptable to the
TRB Members.

     

    (b)           Upon
any removal of RBH Capital as Manager, the replacement Manager or its
designee(s) (for all or portions of such Fees) shall be entitled to receive the
Fees, provided, however, that such Fees (including Fees payable to RBH Capital
if it subsequently becomes a replacement Manager pursuant to Section 5.9(a)(ii))
shall be reduced to $600,000 per Budget Year payable in advance in monthly
installments of $50,000 in the aggregate (pro-rated for partial
months).

     

    (c)           Other
than Fees set forth above, the Members (including the Manager) shall not be
entitled to receive any fees or other compensation from the Company for its
services rendered to the Company or the Property without the prior written
consent of Members holding 75% or more of the Percentage Interests,
notwithstanding anything to the contrary set forth herein.

     

    5.3           Reimbursement for Company
Expenses.

    


    The
Manager and the Members shall be entitled to reimbursement by the Company for
all out-of-pocket expenses reasonably paid or incurred by it, or in connection
with the discharge of its obligations under this Agreement or otherwise
reasonably paid or incurred by it on behalf of the Company to the extent set
forth in an Approved Budget or upon receipt of the Required
Approval.


    
      
         


      

      
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    5.4           Restrictions on Authority of
the Manager.

    


    (a)
Notwithstanding the grant of authority to the Manager under Section 5.1 hereof,
without the Required Approval, the Manager shall not and shall not permit the
Company to:

    


    (i)           sell
or lease all or any portion of the Property or amend any existing or future
lease of all or any portion of the Property;

    


    (ii)           liquidate
or dissolve the Company except in the event of a liquidation or dissolution
pursuant to the terms hereof;

    


    
      (iii)          finance,
mortgage or encumber all or any portion of the Property or amend any existing or
future financing, mortgage or encumbrance on all or any portion of the Property,
except that Required Approval shall be deemed to have been given for (A) the
extension of the five-year term of the BRT Senior Mortgage to seven years in
accordance with the loan documents executed in connection therewith, (B) a
refinancing of the BRT Senior Mortgage prior to the Lockout Date (defined in
Section 7.4, below) on material economic terms more favorable to the Company
than the BRT Senior Mortgage, and (C) a refinancing of the BRT Senior Mortgage
on or after the Lockout Date on economic terms no less favorable to the Company
than then-prevailing market terms; provided the amount of any refinancing
described in clause (B) or (C) shall be such that, after payment of the BRT
Senior Mortgage, the net proceeds of the refinancing shall be sufficient to pay,
and shall be used to pay, to the TRB Members in full their Unrecouped TRB
Preferred Capital Contributions and their unpaid Preferred Return (regardless of
whether or not such amounts are then payable pursuant to Article VIII and
notwithstanding the terms of Article VIII to the contrary);

    

    


    (iv)          enter
into any management agreement(s) for the management of the Property; provided,
however, that if RBH Capital is removed as Manager pursuant to Section 5.9, then
TRB may enter into a management agreement provided that the fees of the managing
agent are paid from the Fees set forth in Section 5.2(b), and shall not exceed
the amount of such Fees;

    


    (v)           enter
into a brokerage agreement(s) relating to the sale, lease and/or financing of
the Property;

    


    (vi)          incur
any expenditure on behalf of the Company, or make a repair, addition or
alteration to the Property, of more than (a) 5% over the budgeted amount for
such repair, addition or alteration as set forth in an Approved Budget or (b)
with respect to any repairs not included in an Approved Budget (other than
repairs described in clause (ii) of Section 3.5), $17,500 in the aggregate in
any Budget Year;


    
      
         


      

      
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    (vii)         agree
to a change in the zoning of the Property;

    


    (viii)        file
building plans or condominium or cooperative offering plans;

    


    (ix)           file
bankruptcy for the Company, consent or acquiesce to the filing of an involuntary
bankruptcy proceeding for the Company or consent or acquiesce to the appointment
of a receiver or trustee for the Company or the Property;

    


    (x)           
take any legal action in the name and/or on behalf of the Company other than
landlord tenant actions with respect to tenants occupying less than 10,000
square feet;

    


    (xi)           enter
into or permit the Company to enter into any agreement with, or pay any
compensation to, any Member or any of the direct or indirect owners or
Affiliates of any Member, other than as set forth in this
Agreement;

    


    (xii)         amend,
modify or terminate the Articles of Organization or Operating Agreement of the
Company or any of its direct or indirect subsidiaries;

    


    (xiii)        acquire
any direct or indirect interest in any Person (other than a Property Owner or
any owner thereof), acquire any assets not related to the Property or engage in
any business not related to the Property;

    


    (xiv)        form
any new direct or indirect Company subsidiaries, take any action on behalf of
any of the Company subsidiaries that is prohibited herein, issue any interests
in any such Company subsidiaries, transfer or encumber any interests in any such
Company subsidiaries or permit any such Company subsidiaries to take any action
otherwise prohibited herein (it being understood that any actions with respect
to any subsidiaries shall be subject to the Required Approval to the extent set
forth herein with respect to the Company);

    


    (xv) take
any other action or decision necessitating Required Approval under this
Agreement without first obtaining such Required Approval;

    


    (xvi) the
use of any contingency in any Approved Budget, other than to pay (a) the amount
of any shortfalls in line items of an Approved Budget for real estate taxes and
insurance to the extent the amount budgeted is less than actually due and
payable, (b) other expenses set forth in an Approved Budget where the
anticipated income is less than set forth in the Approved Budget (subject to
Section 5.1(c)), and (c) the cost of any of the emergency repairs described in
clause (ii) of Section 3.5;


    
      
         


      

      
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    (xvii)  enter
into any transaction not prohibited by this Agreement other than on arm’s-length
terms with bona fide third parties;

    


    (xviii)
cause RBH XXVII to acquire the Washington-William Street Property pursuant to
the Washington-William Street Contract or if the Required 909 Contributions (as
defined in Section 5.4(d)) are not made, to acquire the 909 Assemblage pursuant
to the 909 Contract or amend the Washington-William Street Contract or the 909
Contract;

    


    (xix)   
commit or permit physical waste with respect to the Property or any portion
thereof; or

    


    (xx)    
amend, terminate or waive any of the provisions of any of the foregoing
items.

    


    If the
consent of the TRB Members is required pursuant to the foregoing clause (vi)
relating to any item in an approved budget for which amounts permitted to be
spent pursuant to clauses (vi) and (xvi) are not adequate, and the Manager
believes that it is important to the Company to react quickly, then Manager may
e-mail such request for approval to Mark Lundy (markl@brtrealty.com), Jeff Gould
(jeffg@brtrealty.com), Mitch Gould (Mitchell_G@brtrealty.com), Lonnie Halpern
(lhalpern@brtrealty.com), David Kalish (davidk@ brtrealty.com), George Zweier
(george_z@brtrealty.com), Jonathan M. Hoffman (jhoffman@westermanllp.com) and
Philip L. Sharfstein (psharfstein@westermanllp.com), any of whom is authorized
to give the approval, with a notice stating approval is requested, and if such
approval is not given within five (5) business days, the TRB Members shall be
deemed to have approved such request.  Any such e-mail notice shall
explain the reasons why a determination is required immediately, shall state
that consent will be deemed given if no response is received within five (5)
business days and shall also be given in accordance with the notice provisions
of Section 13.2 of this Agreement.

    


    (b)  Notwithstanding
anything to the contrary set forth herein, to the extent that any parcel or
parcels constituting the Property, the 909 Assemblage, the Washington-William
Street Property or any other real property in which the Company has a 100%
direct or indirect beneficial ownership interest is unencumbered by a mortgage
and is not being refinanced with a lender other than BRT or its Affiliate, then
at the request of BRT, the BRT Senior Mortgage will be spread so as to encumber
such parcel or parcels as a first mortgage thereon; and if any such parcel or
parcels are being financed with a lender other than BRT or its Affiliate, then
at the request of BRT, but only if and to the extent permitted by the terms of
such financing, the BRT Senior Mortgage will be spread so as to encumber such
parcel or parcels as a second mortgage thereon or the loan secured by the BRT
Senior Mortgage will be secured by a pledge of the Company’s direct or indirect
ownership interest in such parcel or parcels. In any such event, the Manager
shall be deemed to have determined that the Company should execute and deliver
any such mortgage spreader or pledge and the Required Consent with respect
thereto shall be deemed to have been obtained.


    
      
         


      

      
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    (c)  Notwithstanding
anything to the contrary set forth herein, if the TRB Members do not approve the
acquisition of the Washington-William Street Property described in Section
5.4(a)(xviii), then if the contract deposit paid in connection with the
Washington-William Street Contract is refunded or otherwise returned to RBH
XXVII, the Manager shall cause the amount of such refund or other return to be
paid over promptly by RBH XXVII to RBH Partners, and Required Approval shall not
be required in connection therewith; except that if RBH Partners has previously
failed to make any Additional Advance required to be made hereunder, the amount
of such refund shall be paid over to the Company and applied to payment of
Additional Advances that become due on the next succeeding December 1 pursuant
to the provisions of Section 3.7(a) and/or the second sentence of Section
3.7(b), and the amount of the refund remaining after such application, if any,
shall then be paid over promptly to RBH Partners.

    


    (d)  RBH
Group Partners, XI L.P. (“RBH XI”), RBH Pearl LLC and RBH Halsey LLC, all
Affiliates of RBH Members, own the 909 Assemblage.  RBH XI owns 100%
of the membership interests in RBH Pearl LLC and RBH Halsey LLC.  The
909 Assemblage is currently encumbered by debt (the “Current Debt”) which is
intended to be refinanced pursuant to the Approved Transaction Memo (defined
below).  Immediately prior to the execution of this Agreement, TRB
Broad Street LLC, an Affiliate of the TRB Members, has contributed $661,979.97
to RBH XI in exchange for a 47% limited partnership interest therein (the “TRB
909 Contribution”), and affiliates of RBH Partners that are the current owners
of the remaining partnership interests in RBH XI have contributed $659,337.33 to
RBH XI (the “RBH 909 Contribution” which funds will be used by RBH XI for
purposes described in the Approved Transaction Memo.   It is
intended that RBH XI will refinance the Current Debt as described in that
certain Deal Memo dated May 21, 2009, relating to the restructuring and
refinancing of the debt currently encumbering the 909 Assemblage and the lease
transaction described therein (the “Approved Transaction Memo”), a copy of which
is attached hereto as Exhibit G.


    
      
         


      

      
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    Upon such
refinance of the Current Debt, the owners of RBH XI (including TRB Broad Street
LLC) shall contribute their ownership interests in RBH XI to the Company, and
the Company shall convey the 909 Assemblage, subject to such refinanced debt, to
a newly formed limited liability company that is 100% beneficially owned by the
Company (the “Required 909 Contributions”).  If the refinance shall
occur and the Required 909 Contributions are made, the amounts of the TRB 909
Contribution and the RBH 909 Contribution shall be deemed to be Additional
Advances made by the TRB Members (proportionately in accordance with their
percentage interests) and RBH Partners, respectively, hereunder; it being
understood that other than said Additional Advances, the Members shall not be
entitled to receive capital contribution credit for any amounts previously
invested in the 909 Assemblage.  If the refinance shall occur and the
Required 909 Contributions are not made by affiliates of RBH Partners, then the
following shall occur: (i) the TRB 909 Contribution shall be deemed to be a loan
made to the Company by the TRB Members (proportionately in accordance with their
Percentage Interests) on the date hereof, which shall bear interest at the rate
of ten percent (10%) per annum, compounded monthly, and shall be paid solely out
of Cash Flow, notwithstanding anything to the contrary contained in Section 8.1,
prior to any distributions being made to the Members pursuant to said Section
8.1, and all amounts so paid shall be applied first in payment of such interest
and then in reduction of the principal amount of said loan; and (ii) the TRB
Members shall have the right, acting on behalf of the Company without the
Required Approval, to enforce the Company’s rights against RBH XI pursuant to
the 909 Contract, and RBH Partners shall indemnify the TRB Members against any
costs and expenses incurred by the TRB Members in connection with such
enforcement (including reasonable attorneys’ fees).  If the refinance
shall occur and the Required 909 Contributions are not made by TRB Broad Street
LLC, an affiliate of TRB Member, then the following shall occur: (i) the RBH 909
Contribution shall be deemed to be a loan made to the Company by RBH Partners on
the date hereof, which shall bear interest at the rate of ten percent (10%) per
annum, compounded monthly, and shall be paid solely out of Cash Flow,
notwithstanding anything to the contrary contained in Section 8.1, prior to any
distributions being made to the Members pursuant to said Section 8.1, and all
amounts so paid shall be applied first in payment of accrued and unpaid interest
and then in reduction of the principal amount of said loan; and (ii) the TRB
Members’ Preferred Capital Contributions shall be reduced as described in
Section 3.2(b) and the provisions of said Section 3.2(b) shall be applicable
with the same force and effect as if the 909 Assemblage had been transferred to
the Company (directly or indirectly) on or before the first anniversary of the
date of this Agreement as required pursuant to the provisions of said Section
3.2(b).

    


    If the
refinance does not occur in accordance with the Approved Transaction Memo and
the Required 909 Contributions are not made within one (1) year of the date
hereof, the following shall occur (i) TRB Members’ Preferred Capital
Contributions shall not be reduced as described in Section 3.2(b) and the
provisions of said Section 3.2(b) shall not be applicable, (ii) the amounts of
the Additional Advances made by TRB Members and RBH Members pursuant to Section
3.1(A)(ii) and 3.1(B)(ii) shall no longer be available for uses associated with
the 909 Assemblage but shall remain in the account of the Company for uses
jointly determined by the Members or to fund the following Budget Year’s
Additional Advances required to be made hereunder, (iii) the amounts of the TRB
909 Contribution and the RBH 909 Contribution shall be deemed to be Additional
Advances made by the TRB Members (proportionately in accordance with their
percentage interests) and RBH Partners, respectively, hereunder.

    


    5.5           Manager’s
Time.

    


    The
Manager shall devote to the affairs of the Company so much of its time as
Manager reasonably deems necessary or advisable to carry on the Company’s
business.  For so long as RBH Capital shall be the Manager, the
Manager shall act exclusively through Ron Beit (the “Manager’s
Representative”).


    
      
         


      

      
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    5.6           Non-Exclusivity; Waiver of
Conflicts.

    


    a.          
 Other than as set forth herein, any Member may engage in or possess an
interest in other business ventures of every nature and description,
independently or with others, including, but not limited to, the ownership,
financing, leasing, operation, management, syndication, brokerage and
development of real property, and neither the Company nor any Members thereof
shall have any right by virtue of this Agreement to participate in any way in
any such independent ventures (whether presently existing or hereafter
established or created) or to the income, profits or losses derived
therefrom.

    


    b.          
(I)           NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THE MEMBERS ACKNOWLEDGE AND AGREE THAT (X) THE
MEMBERS, IN AGREEING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY,
HAVE (INTERNALLY FOR THEIR OWN PURPOSE AND WITHOUT LIABILITY TO THE COMPANY OR
OTHER MEMBERS) ALLOCATED AND CONTEMPLATED ONLY MAKING THE CAPITAL CONTRIBUTIONS
AND ADDITIONAL ADVANCES HEREIN SET FORTH AS OF THE DATE OF THIS AGREEMENT, AND
FUTURE ADDITIONAL ADVANCES IN AN AMOUNT NEEDED (AFTER REFLECTING REVENUES) TO
MAKE PAYMENTS DUE PURSUANT TO THE BRT SENIOR MORTGAGE OR INSURANCE PREMIUMS,
REAL ESTATE TAXES AND ASSESSMENTS AND SEWER CHARGES THAT ARE PAYABLE WITH
RESPECT TO ANY PARCELS THAT ARE ENCUMBERED BY THE BRT SENIOR MORTGAGE (THE “BASE
AMOUNTS”), (Y) IT IS THE EXPECTATION OF THE MEMBERS THAT ANY FUTURE PROPOSED OR
ACTUAL DEVELOPMENT OR ALTERATION TO A PROPERTY SHALL BE PAID FOR BY A
PROSPECTIVE TENANT OR BY A FUTURE CONSTRUCTION LOAN OBTAINED BY THE COMPANY
(WHICH FUTURE CONSTRUCTION LOAN SHALL REPAY A PORTION OF THE BRT SENIOR MORTGAGE
ALLOCATED TO THE PROPERTY TO BE DEVELOPED AS BRT SHALL REQUIRE IN ITS SOLE
DISCRETION OR IF BRT IS NOT THEN THE HOLDER OF THE BRT SENIOR MORTGAGE, THEN
PURSUANT TO THE RELEASE PROVISIONS OF THE BRT SENIOR MORTAGE); AND (Z) ANY
MEMBER MAY REFUSE IN ITS SOLE DISCRETION A REQUEST FOR A REQUIRED APPROVAL FOR A
TRANSACTION OR AN ADDITIONAL ADVANCE WHICH WOULD REQUIRE AN ADDITIONAL ADVANCE
(OR EXPOSE THE COMPANY TO THE POTENTIAL NEED FOR AN ADDITIONAL ADVANCE) BEYOND
THE BASE AMOUNTS AND SUCH REFUSAL SHALL BE DEEMED REASONABLE REGARDLESS OF THE
MERITS OF SUCH PROPOSED TRANSACTION OR ADDITIONAL ADVANCE BECAUSE SUCH
TRANSACTION OR ADDITIONAL ADVANCE IS BEYOND THE SCOPE OF THE INTENT OF THE
MEMBERS IN ENTERING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY.


    
      
         


      

      
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    (II)         THE
RBH MEMBERS ACKNOWLEDGE AND AGREE THAT BRT, THE HOLDER OF THE BRT SENIOR
MORTGAGE, IS A CONTROLLING AFFILIATE OF THE TRB MEMBERS AND THE COMPANY AND THE
RBH MEMBERS HEREBY EXPRESSLY WAIVE ANY CONFLICT OF INTEREST RELATED TO THE BRT
SENIOR MORTGAGE, THE LOANS GIVING RISE THERETO OR THE ENFORCEMENT BY BRT OF ANY
OF ITS RIGHTS UNDER ANY LOAN DOCUMENTS BETWEEN BRT AND THE COMPANY OR ANY OF ITS
AFFILIATES, EXCEPT THAT SUCH WAIVER SHALL NOT APPLY IN CIRCUMSTANCES IN WHICH
EITHER OF THE TRB MEMBERS IN BAD FAITH FAILS TO MAKE AN ADDITIONAL ADVANCE TO BE
USED TO MAKE PAYMENTS DUE (AFTER REFLECTING REVENUES) PURSUANT TO THE BRT SENIOR
MORTGAGE OR INSURANCE PREMIUMS, REAL ESTATE TAXES AND ASSESSMENTS AND SEWER
CHARGES THAT ARE PAYABLE WITH RESPECT TO ANY PARCELS THAT ARE ENCUMBERED BY THE
BRT SENIOR MORTGAGE, AND IN SUCH CASE, RBH PARTNERS HAS MADE SUCH ADDITIONAL
ADVANCE.  THE RBH MEMBERS SPECIFICALLY ACKNOWLEDGE AND AGREE THAT
BRT’S RIGHTS AND REMEDIES UNDER ANY SUCH LOAN DOCUMENTS ARE INDEPENDENT OF AND
WITHOUT REGARD TO ANY ACTS OR OMISSIONS OF THE TRB MEMBERS HEREUNDER OR
OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY FAILURE TO MAKE ONE OR MORE
ADDITIONAL ADVANCES HEREUNDER OTHER THAN WITH RESPECT TO ANY BASE AMOUNTS
PROVIDED THAT THE RBH PARTNERS HAS MADE SUCH ADDITIONAL ADVANCE) AND
REGARDLESS OF THE LEVEL OF CONTROL THAT THE TRB MEMBERS MAY HEREAFTER HAVE
(INCLUDING, WITHOUT LIMITATION, IN THE EVENT THE TRB MEMBERS HEREAFTER BECOME
THE MANAGER OR DESIGNATE THE MANAGER).  NOTWITHSTANDING THE FOREGOING,
THE MANAGER AND EACH MEMBER AGREES NOT TO TAKE ANY ACTION REQUIRING THE CONSENT
OF ANY LENDER TO THE COMPANY OR ANY COMPANY SUBSIDIARY OR TAKE ANY ACTION THAT
WOULD RESULT IN A VIOLATION OF ANY SUCH LOAN DOCUMENTS WITHOUT FIRST OBTAINING
THE CONSENT OF SUCH LENDER.  FOR THE AVOIDANCE OF DOUBT, THE FOREGOING
SENTENCE SHALL NOT CREATE AN OBLIGATION ON THE PART OF ANY MEMBER TO FUND ANY
AMOUNT, WHETHER OR NOT SUCH AMOUNT SHALL BE REQUIRED TO AVOID A DEFAULT UNDER
ANY LOAN DOCUMENTS TO WHICH THE COMPANY AND/OR ANY COMPANY SUBSIDIARY MAY BE A
PARTY.

    


    c.           
The RBH Members acknowledge and agree that the release prices provided for in
the BRT Senior Mortgage with respect to the Property were provided primarily for
the intent of setting release prices in the event the BRT Senior Mortgage is
sold to a lender that is not an Affiliate of BRT, and prior to any such sale to
any such lender the TRB Members shall have the right in its sole discretion, to
approve any sale or release of the BRT Senior Mortgage, notwithstanding the
agreed upon release prices in the BRT Senior Mortgage.


    
      
         


      

      
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    5.7           Liability and
Indemnity.

    


    (a)           Neither
the Manager nor the Manager’s Representative shall be liable, responsible or
accountable to the Company or any Member for any act or omission performed or
omitted pursuant to the authority granted to him or it hereunder or by law, or
for a loss resulting from any mistake or error in judgment on its part, provided
that such act or omission, such mistake or error in judgment, as the case may
be, did not result from the willful misconduct, gross negligence or fraud of
such Manager or the breach by the Manager or the Manager’s Representative of any
provision of this Agreement. The Company shall indemnify, defend and save
harmless, solely from Company assets, any Member from any loss, damage,
liability or expense incurred or sustained by him or it by reason of any act
performed, omitted to be performed for or on behalf of the Company and in
furtherance of its interest, but this indemnity shall not be applicable to loss,
damage, liability or expense resulting from the willful misconduct, gross
negligence or fraud of such Member nor shall it be applicable to the breach by
the Member of any provision of this Agreement, nor shall it be construed as a
guaranty of the Capital Contributions of a Member to the Company.

    


    (b)           Notwithstanding
any other provisions of this Agreement, the Manager (jointly and severally with
the Manager’s Representative if the Manager is RBH Capital or any Affiliate
thereof) shall be liable for, and shall indemnify the Company and the other
Members from and against, any direct liability with respect to any and all
actual claims, injury, damage, loss and liability of any and every kind
(including reasonable attorneys’ fees) suffered or incurred by the Company
and/or the Members by reason of or in connection with any act set forth in
Section 5.9(b)(iii) or 5.9(b)(xiii).

     

    (c)           Notwithstanding
any provision of this Agreement to the contrary, (i) RBH Capital and the
Manager’s Representative, jointly and severally, shall be liable for and shall
indemnify the TRB Members from and against any direct liability with respect to
any and all actual claims, injury, damage, loss or injury of any kind (including
reasonable attorneys’ fees) suffered or incurred by the TRB Members by reason of
or in connection with the representations set forth in Section 13.12(a) being
untrue, (ii) RBH Partners shall be liable for and shall indemnify the TRB
Members from and against any direct liability with respect to any and all actual
claims, injury, damage, loss or injury of any kind (including reasonable
attorneys’ fees) suffered or incurred by the TRB Members by reason of or in
connection with the representations set forth in Section 13.12(b) being untrue,
(iii) the RBH Members and the Manager’s Representative, jointly and severally,
shall be liable for and shall indemnify the TRB Members from and against any
direct liability with respect to any and all actual claims, injury, damage, loss
or injury of any kind (including reasonable attorneys’ fees) suffered or
incurred by the TRB Members by reason of or in connection with the
representations set forth in Section 13.12(c) being untrue, and (iv) the TRB
Members shall be liable for and shall indemnify the RBH Members and the
Manager’s Representative from and against any direct liability with respect to
any and all actual claims, injury, damage, loss or injury of any kind (including
reasonable attorneys’ fees) suffered or incurred by the RBH Members and the
Manager’s Representative by reason of or in connection with the representations
set forth in Section 13.12(d) being untrue.


    
      
         


      

      
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    (d)           No
Member or Manager shall be obligated to execute any guaranties or environmental
indemnification agreements that may be requested in connection with any
development of the Property or any loans secured by the Property.  To
the extent any Member or Manager agrees to provide any such guaranty or
indemnity, such party shall not be entitled to any fee or other compensation in
connection with the provision of such guaranty or indemnity.

     

    5.8           Reliance by Third
Parties.

     

    Third
parties dealing with the Company may rely conclusively upon the power and
authority of Manager to act as set forth herein and shall not be required to
inquire into or ascertain the authority of Manager to so act.

    


    5.9           Removal and Replacement of
Manager.

    


    (a)           (i)
Notwithstanding anything to the contrary set forth herein, except as provided
below in this Section 5.9(a), the TRB Members shall unilaterally and in their
sole and absolute discretion have the right to remove RBH Capital as the Manager
of the Company upon six (6) months’ prior written notice to the RBH Members;
provided that in no event shall the effective date of any such removal be prior
to the first anniversary of the date of this Agreement.  Following any
such removal of the Manager, the TRB Members shall have the right to appoint TRB
(or any designee of TRB) as Manager of the Company without receiving the
Required Approval. If, however, BRT or its Affiliate is not the holder of the
BRT Senior Mortgage, the TRB Members shall not have the right to remove RBH
Capital as Manager pursuant to this Section 5.9(a) if, prior to the effective
date of any such removal, the Company has made cumulative payments on the BRT
Senior Mortgage in an amount not less than the amount that would have been paid
to the holder of the BRT Senior Mortgage if payments on the BRT Senior Mortgage
had been made as follows: $5,000,000 during the first year of the term of the
BRT Senior Mortgage, $10,000,000 during the second year of such term and
$5,000,000 during each succeeding year of such term (with all such amounts being
prorated accordingly for any partial years).

    


    (ii) If the Manager at the time of any
refinancing of the BRT Senior Mortgage described in clause (B) or (C) of Section
5.4(a)(iii) is unwilling to deliver to the new lender any guaranty and/or
environmental indemnification agreement required in connection with such
refinancing, then the TRB Members (if RBH Capital or its Affiliate is then the
Manager) or the RBH Members (if either of the TRB Members or any of their
Affiliates or designees is then the Manager) shall have the right, but not the
obligation to provide a Person acceptable to the new lender to execute and
deliver any such guaranty and/or environmental indemnification agreement. In
such event, the TRB Members (if they provide such Person) or the RBH Members (if
they provide such Person) shall be entitled to appoint a replacement Manager,
except that Person other than one of the appointing Members or its Affiliate may
not be appointed as Manager without the prior written consent of the other
Members, which consent may not be unreasonably withheld, conditioned or
delayed.  If RBH Capital is appointed as Manager pursuant to this
Section 5.9(a)(ii), it may no longer be removed pursuant to Section
5.9(a)(i).  In no event shall RBH Capital or Ron Beit or an entity
controlled, directly or indirectly, by Ron Beit be appointed as Manager if RBH
Capital has previously been removed as Manager pursuant to Section 5.9(b),
below.


    
      
         


      

      
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    (b)           In
addition, the TRB Members shall unilaterally and in their sole and absolute
discretion have the right to remove RBH Capital (or any other Manager) as the
Manager of the Company immediately upon written notice to the RBH Members upon
the occurrence of any one or more of the following events (each a “Removal
Event”):

    


    i.          
  The default beyond applicable grace or cure period by the Company on
any mortgage or other financing instrument where the TRB Members are not in
default of their obligations to fund Additional Advances required pursuant to
this Agreement;

    


    ii.            The
Company incurs expenses that are outside of any Approved Budget that is not
permitted pursuant to this Agreement without the Required Approval;

    


    iii.           The
Manager or the Manager’s Representative  (1) misappropriates any funds
derived from the Property, including rents, security deposits, insurance
proceeds or condemnation awards; (2) commits fraud or criminal misconduct in
connection with the performance of or related to its duties or obligations
hereunder or under any loan documents to which the Company is a party; (3)
commits willful misconduct in the performance of or relating to its duties,
restrictions and obligations hereunder; (4) without the Required Approval,
commits or deliberately and intentionally permits physical waste with respect to
the Property; or (5) deliberately and intentionally commits, causes or permits
the Property to become environmentally contaminated;

    


    iv.           The
Manager or the Manager’s Representative takes or causes the Company to take any
action necessitating Required Approval without first obtaining such
approval;

    


    v.      
     The Bankruptcy, dissolution or liquidation of the
Manager or the Manager’s Representative or the death or disability of the
Manager’s Representative;

     

    vi.           The
failure of RBH Partners to make any Additional Advance required to be made
hereunder;

     

    vii.          The
taking of any action or permitting any Company subsidiary to take any action in
violation or contravention of any Company’s subsidiary’s organizational
documents;

    


    viii.         The
occurrence of any material default or event of material default by Manager,
Manager’s Representative or any Affiliate thereof under any agreement between
the Company and Manager, Manager’s Representative or any Affiliate thereof
(subject to the expiration of the applicable cure period, if any) in accordance
with the terms thereof;


    
      
         


      

      
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    ix.           Failure
to pay or provide for the payment of taxes, insurance or debt service affecting
the Property to the extent the Company has funds to pay such amounts and same is
not cured within a period of ten (10) days of notice;

    


    x.           
The breach by the Manager or RBH Partners of any other provision of this
Agreement; provided that for this item “x” only, the TRB Members shall be
required to give the Manager written notice of an alleged breach by the Manager
or RBH Partners of a provision of this Agreement and shall grant the Manager a
period of ten (10) days to cure (or cause RBH Partners to cure) such breach
(except that no such notice and cure period shall be required for a breach by
the Manager or RBH Partners of Section 5.4 or Article VII of this
Agreement);

    


    xi.           
The Manager or the Manager’s Representative is indicted for or convicted of a
felony;

    


    xii.           The
Manager or the Manager’s Representative abandons the running of the day-to-day
operations of the Company and the Property and same is not cured within ten (10)
business days of notice from the TRB Members; or

    


    xiii.          The
Manager or the Manager’s Representative commits gross negligence in the
performance of or relating to its duties and obligations hereunder.

    


    (c)           Upon
the occurrence of a Removal Event as determined by TRB in its sole and absolute
discretion TRB may immediately remove RBH Capital (or any other Manager
appointed by the RBH Members) as the Manager and appoint itself or a designee of
TRB as the Manager of the Company.  Such election shall not deprive
the TRB Members of any rights or remedies which they might otherwise have under
this Agreement, at law or in equity, and said election to take over the
administration of the Company shall not cause a dissolution or termination of
the Company.  Such election shall confer upon TRB or its Affiliate the
exclusive right, power and authority, to perform all duties and obligations of
the Manager under this Agreement subject, however, to obtaining any Required
Approval other than with respect to (i) appointing TRB or its Affiliate as the
Manager of the Company, and (ii) entering into a management agreement for the
Property provided that the fees therefor are paid from the Fees set forth in
Section 5.2(b) hereof, and shall not exceed the amount of the
Fees.  The Members agree that third parties may rely upon the TRB
Members’ notice of such election as conclusive evidence of (i) the exclusive
authority of the entity appointed by the TRB as Manager of the Company to manage
the affairs of the Company and to bind the Company in accordance with the
provisions of this Agreement, and (ii) the loss of all authority of the removed
Manager to manage the affairs of the Company and to bind the
Company.

     

    (d)           Upon
any removal of RBH Capital as Manager of the Company pursuant to Section 5.9,
the Fees payable pursuant to Section 5.2(a) shall be terminated and thereafter
the Fees payable pursuant to Section 5.2(b) shall be payable to TRB or its
designee(s) or any replacement Manager appointed pursuant to Section
5.9(a)(ii).


    
      
         


      

      
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    (e)           Upon
the removal of the Manager pursuant to Section 5.9, RBH Capital and/or the
Manager’s Representative shall be released from any all liabilities under any
personal guaranty or environmental indemnity delivered to BRT in connection with
the BRT Senior Mortgage, but only to the extent any such liabilities first arise
from or relate solely to events occurring from and after the effective date RBH
Capital’s removal pursuant to Section 5.9, except to the extent such liabilities
should arise as a result of the acts or negligent omissions of RBH Capital, the
Manager’s Representative or any of their Affiliates.

     

    (f)           Notwithstanding
the provisions of Sections 5.9(a) and 5.9(c), provided that RBH Partners has not
previously failed to make any Additional Advance required to be made hereunder,
TRB or its successors or assigns may not appoint a replacement Manager other
than itself or its Affiliate without the prior written consent of Berggruen
Properties, Inc., one of the constituent members of RBH Partners, or its
Affiliate (or if Berggruen Properties, Inc., or its Affiliate is not then a
member of RBH Partners, the prior written consent of a majority in interest of
the then constituent members of RBH Partners), which consent may not be
unreasonably withheld, conditioned or delayed.

     

    (g)           Notwithstanding
anything to the contrary contained herein, no Person may be appointed as a
replacement Manager hereunder unless such Person would satisfy the requirements
for being a Qualified Transferee as set forth in section 7.5(b) and maintains,
at its sole cost and expense, the insurance required by Section
5.2(a).

     

    5.10         REIT
Compliance.

     

    The Manager shall, at all times, at the
Company’s expense, conduct the business of the Company such that the nature of
its assets and gross revenues (as determined pursuant to Section 856(c)(2), (3)
and (4) of the Code) would permit the Company (determined as if the Company were
a REIT)) to qualify as a REIT under Section 856 of the Code and would permit the
Company to avoid incurring any tax on prohibited transactions under Section
857(b)(6) of the Code and any tax on redetermined rents, redetermined
deductions, and excess interest under Section 857(b)(7) of the Code (determined
as if the Company was a REIT).  Notwithstanding anything to the
contrary in this Agreement, the Manager shall, to the fullest extent possible
consistent with the distribution provisions of this Agreement, cause the Company
to distribute to the TRB Members by the end of the each fiscal year no less than
100% of the taxable income allocable to TRB Members for such fiscal year so that
BRT may satisfy the requirements of Section 857(a)(1) of the Code for its
taxable year. Anything herein to the contrary notwithstanding, the Manager shall
not permit the Company or any of its subsidiaries to enter into any transaction
without the consent of the TRB Members if such transaction is reasonably
expected to cause the Members of the Company to be allocated income pursuant to
Article IX hereof which does not constitute REIT Qualifying
Income.


    
      
         


      

      
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    ARTICLE
VI

     

    RIGHTS OF
MEMBERS

    


    6.1           Limited
Liability.

    


    No Member
shall be liable for the debts, liabilities, losses, contracts or any other
obligations of the Company.  A Member shall not be required to lend
any funds to the Company.  No Member shall have any personal liability
for the repayment of the Capital Contribution or Additional Advance of any
Member.

    


    6.2           Restrictions on
Members.

    


    No Member
shall have the right or power to:

    


    a.  Withdraw
or reduce its Capital Contribution to the Company except as a result of the
dissolution of the Company or as otherwise provided by law;

    


    b.  Bring
an action for partition against the Company; or

    


    c.  Cause
the termination and dissolution of the Company by court decree or otherwise
(except in compliance with this Agreement).

    


    ARTICLE
VII

     

    TRANSFER OF MEMBERS’
INTERESTS

    


    7.1           Withdrawal of
Members.

    


    Except as
otherwise provided herein, no Member may resign, withdraw or retire voluntarily
from the Company or sell, transfer, assign, pledge, encumber or otherwise
dispose of (hereinafter collectively called “Transfer”) his interest in the
Company, its capital, profits and losses, and right to receive distributions
(hereinafter called “Interest”).

    


    7.2           Additional
Members.

    


    Except as
otherwise provided herein in Sections 7.3 or 7.4, additional Members may only be
admitted to the Company with the prior written consent of all the
Members.


    
      
         


      

      
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    7.3           Transfers by
Members.

    


    (a)           Except
as provided below in this Section 7.3(a) and in Sections 7.3(b), 7.4 and 7.5
below, no Member may Transfer all or any portion of its Interest, nor may any
Person owning a direct or indirect ownership interest in the RBH Members
Transfer all or any portion of such ownership interest (other than Transfers to
Family Members, provided that in the case of RBH Capital, Ron Beit shall
immediately after any Transfer continue to own more than 50% of the outstanding
interests and shall control the voting of such entity).  Any attempted
Transfer not in accordance with the terms of this Section 7.3(a) or Sections
7.3(b), 7.4 or 7.5, shall be void.  Prior to making any otherwise
permitted Transfer to a non-Member of the Company, the proposed transferor shall
furnish to the Company an opinion of its counsel (in form and substance
acceptable to counsel for the Company) to the effect that such Transfer shall
not (1) violate or cause the Company to violate any applicable Federal, state or
local securities law, regulation or interpretive ruling, and (2) shall not cause
a termination of the Company for the purposes of any applicable Federal, state,
or local tax law, regulation or interpretive ruling.  For purposes
hereof, a Transfer shall be deemed to have occurred with respect to a Member’s
Interest upon any Transfer of any direct or indirect interest in that Member.
Notwithstanding the foregoing, Transfers of direct or indirect interests in
Newark Holdings LLC, a member of RBH Partners (but not Transfers by Newark
Holdings LLC of membership interests in RBH Partners), shall be permitted
hereunder.

     

    (b)           The
TRB Members may, without complying with the provisions of Section 7.5, (i)
Transfer all or a portion of their Interests (including any direct or indirect
interest in therein) to their Affiliates, or (ii) Transfer up to an aggregate of
fifty percent (50%) of their Interests (including any direct or indirect
interest therein).  Notwithstanding the foregoing, the TRB Members may
Transfer all of their Interests to any Person or Affiliate of a Person that
succeeds to the business of BRT or the TRB Members by merger, consolidation,
liquidation or reorganization.

     

    (c)           In
the event that any Member at any time attempts to make a Transfer of his or its
Interest in violation of the provisions of this Agreement, the other Members or
any one of them, shall in addition to all other rights and remedies which they
may have in law, in equity or under the provisions of this Agreement, be
entitled to a decree or order restraining such attempted Transfer and the
offending Member shall not plead in defense thereto that there would be an
adequate remedy at law, it being recognized and agreed that the injury and
damage resulting from such a breach would be impossible to measure
monetarily.

     

    (d)           Notwithstanding
anything to the contrary contained herein, the parties acknowledge that RBH
Capital has pursuant to an agreement with, inter alia, certain limited
partners in limited partnerships that conveyed the Surrendered Properties to the
Property Owners in lieu of foreclosure, agreed to pay them certain amounts out
of distributions that RBH Capital may become entitled to receive pursuant to
Section 8.1; and it is agreed that neither the payment of the amounts of such
distributions pursuant to such agreements nor the right of such limited partners
to receive the same from RBH Capital after such distributions are made to RBH
Capital shall constitute a Transfer in violation of the provisions of this
Article VII and that such agreement shall not give such parties any rights
pursuant to this Agreement.


    
      
         


      

      
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    7.4           Buy/Sell Options.

    


    (a)           At
any time following the date (the “Lockout Date”) that is six months before the
fifth anniversary of the date of this Agreement (or six months before the
seventh anniversary of the of the date of this Agreement, if the maturity date
of the BRT Senior Mortgage has been timely and properly extended pursuant to the
terms thereof, and all of the conditions to such extension have been satisfied,
including, without limitation the payment to the holder thereof of all payments
and deposits required in connection therewith), but in no event earlier, either
the TRB Members acting jointly and in proportion to their relative Percentage
Interests in all instances for the purposes of this Section 7.4, on the one
hand, or the RBH Members, on the other hand (the “Offerors”) may exercise their
right to initiate the provisions of this Section 7.4. If the Offerors desire to
exercise their rights under this Section 7.4, the Offerors shall give notice in
writing (the “Proposal Notice”) to the TRB Members or RBH Members, as applicable
(the “Offerees”) of the Offerors desire to sell setting forth a statement of
intent to invoke the Offerors’ rights under this Section 7.4, stating therein
the aggregate dollar amount (the “Valuation Amount”) which the Offerors would be
willing to pay for the assets of the Company as of the Closing Date (defined
below) free and clear of all liabilities, and setting forth all oral or written
offers and inquiries received by the Offerors during the previous 12-month
period relating to the financing, disposition or leasing of the Property
(including proposals for the formation of a new entity for the ownership and
operation of the Property).  After receipt of such notice the Offerees
shall elect to either (1) sell its or their entire Interest to the Offerors for
an amount equal to the amount the Offerees would have been entitled to receive
if the Company had sold its assets for the Valuation Amount on the Closing Date
and the Company had immediately paid all Company liabilities and an amount equal
to four percent (4%) of the Valuation Amount (the “Imputed Closing Costs”),
which amount shall represent closing costs imputed to such sale of the assets of
the Company, and distributed the net proceeds of sale to the Members in
satisfaction of their Interests in the Company pursuant to Section 11.3(a), or
(2) purchase the entire Interest of the Offerors for an amount equal to the
amount the Offerors would have been entitled to receive if the Company had sold
all of its assets for the Valuation Amount on the Closing Date and the Company
had immediately paid all Company liabilities and Imputed Closing Costs and
distributed the net proceeds of the sale to the Members in satisfaction of their
Interests in the Company pursuant to Section 11.3(a).  The Offerees
shall have thirty (30) days from the giving of the Offerors’ notice in which to
exercise either the option to buy the Offerors’ entire Interest or sell the
Offerees’ entire Interest by giving written notice of same to the
Offerors.  If the Offerees do not elect to acquire the Offerors’
entire Interest within such time period, the Offerees shall be deemed to have
elected to sell its or their entire Interest to the Offerors.  Within
five (5) days after the election (or deemed election) of the Offerees to
purchase or sell, the Members purchasing the Interests of the other Members
shall deposit a certified or bank check made payable to the order of First
American Title Insurance Company (or its successor, or another national title
company if First American or its successor is no longer in business), as escrow
agent, in the amount of seven and one-half percent (7.5%) of the amount due to
the selling Members based upon the Valuation Amount set forth in the Proposal
Notice (the “Good Faith Deposit”).   If the purchasing Members
default on their obligation to acquire the Interests of the selling Members,
such Good Faith Deposit shall be paid to the selling Members as liquidated
damages (but not in reduction of its or their Capital Accounts), the selling
Members shall have the right by written notice to the other Members given within
thirty (30) days after the initial Closing Date under Section 7.4(b) (the
“Purchase Notice”) to elect to purchase all of the Interests of the other
Members for an amount equal to the amount the other Members would have been
entitled to receive if the Company had sold all of its assets for the Valuation
Amount on the Closing Date and the Company had immediately paid all Company
liabilities and Imputed Closing Costs and distributed the net proceeds of the
sale to the Members in satisfaction of their interests in the Company pursuant
to Section 11.3(a).


    
      
         


      

      
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    (b)           The
closing of an acquisition pursuant to this Section 7.4 shall be held at the
principal place of business of the purchasing Member (or the principal office of
the Company if the principal place of business of such purchasing Member is not
located in the New York City metropolitan area) having a greater Percentage
Interest than any other purchasing Member on a mutually acceptable date not
later than ninety (90) days after Offerees’ election or deemed
election.  At the closing of the disposition and acquisition of such
Interests the following shall occur: (i) the selling Members shall assign to the
acquiring Members or its or their designee the selling Members’ Interest in
accordance with the instructions of the acquiring Members, and shall execute and
deliver to the acquiring Members all documents which may be required to give
effect to the disposition and acquisition of such Interests, in each case free
and clear of all liens, claims, and encumbrances (other than those created under
this Agreement), with covenants of general warranty; (ii) the purchasing Members
shall pay to the selling Members the consideration therefor in cash; and (iii)
the purchasing Members shall be responsible for all transfer taxes in connection
therewith.

    


    (c)           Upon
a breach of the obligations of any Member set forth in this Section 7.4, the
non-defaulting Members shall have the right to bring a suit for damages, for
specific performance, and to exercise any other remedy available at law or in
equity.

    


    (d)           Anything
in this Agreement to the contrary notwithstanding, in the event that the RBH
Members shall be purchasing the Interests of the TRB Members pursuant to this
Section 7.4, then, as a condition precedent to the sale of the TRB Members’
Interests pursuant to this Section 7.4, the RBH Members shall, on behalf of the
Company (but not with Company funds or any Additional Advances by the TRB
Members), pay the BRT Senior Mortgage in full (whether or not such amount is
then due), together with any amounts of Additional Advances made by the TRB
Members used to make payments of the principal amount of the BRT Senior Mortgage
and any Deferred Interest (as such term is defined in the note evidencing the
loan secured by the BRT Senior Mortgage) thereon, and if the amount of the
Unrecouped TRB Preferred Capital Contributions (and the unpaid Preferred Return
thereon) exceeds the amount of such items that the TRB Members would have
received if the net proceeds of the sale of the Property for the Valuation
Amount were distributed to the Members pursuant to Section 11.3(a), as described
in Section 7.4(a), the RBH Members shall, on behalf of the Company (but not with
Company funds), pay to the TRB Members the amount of such
excess.


    
      
         


      

      
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    (e)           Anything
in this Agreement to the contrary notwithstanding, in the event of an offer by
any Member pursuant to Section 7.4 hereof, the Manager agrees to conduct the
usual affairs of the Company in the ordinary course until such time as the
closing contemplated in paragraph “b” of Section 7.4 shall have
occurred.

    


    7.5           Right of First
Offer.

    


    (a)           Without
limiting the provisions of Section 7.5(d), below, other than as permitted by
Section 7.3, in the event that the TRB Members on the one hand, (acting jointly
and in proportion to their respective Percentage Interests in all cases for
purposes of this Section 7.5) or the RBH Members (acting jointly in all cases
for purposes of this Section 7.5) at any time (the “Selling Members”) desire to
sell all or a portion of their Interests, the Selling Members shall provide to
the other Members written notice of such intention which notice (the “First
Offer Notice”) shall include a description of the terms of a transfer which the
Selling Members would accept and any other material information then known by
the Selling Members relating to a specific proposed transfer, if any, for which
the Selling Members had already commenced negotiations (“Sale
Proposal”).  The non-selling Members shall have the first right
(“Right of First Offer”) for a fifteen (15)-day period from the date of receipt
of the First Offer Notice to accept the Sale Proposal on the terms specified in
the First Offer Notice, and to consummate the transaction contemplated by the
Sale Proposal.  If the non-Selling Members have not responded within
such fifteen (15) day period, it shall be deemed a rejection of the Sale
Proposal.  In the event that the Selling Members are the TRB Members,
and their proposed sale includes a sale of all or part of the BRT Senior
Mortgage, then the Offer shall include, and may only be accepted with, the
portion of the BRT Senior Mortgage set forth in the Offer.

     

    (b)           Upon
any express or deemed rejection by the non-Selling Members of the Sale Proposal,
the Selling Members shall have a one hundred eighty (180)-day period thereafter
to consummate a transaction with any Qualified Transferee (as hereinafter
defined) on the terms specified in the Sale Proposal or on terms more
advantageous to the Selling Members.  A Qualified Transferee shall be
a Person who:

     

    
      	
               
      

            	
              1.

            	
              has
      a net worth in excess of
$1,000,000.00;

            


    

     

    
      	
               
      

            	
              2.

            	
              has
      not been the subject of an insolvency or bankruptcy
      proceeding;

            


    

     

    
      	
               
      

            	
              3.

            	
              has
      no outstanding judgments or liens;

            


    

     

    
      	
               
      

            	
              4.

            	
              has
      no material litigation pending against him or
  her;

            


    

     

    
      	
               
      

            	
              5.

            	
              is
      not then under indictment and has not been convicted of a
      felony;

            


    


    
      
         


      

      
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              6.

            	
              has
      not been the subject of a foreclosure action;
  and

            


    

     

    
      	
               
      

            	
              7.

            	
              is
      not on any OFAC list.

            


    

     

    The
Qualified Transferee shall be required to provide representations confirming the
foregoing as a condition of the transfer and such other supporting documents as
the non-Selling Members may reasonably request.

     

    (c)           If
the non-Selling Members do not elect to exercise their rights pursuant to
Section 7.5(a) above and the Selling Members are selling all or a portion of
their Interests to any third party, the non-Selling Members shall have the
right, exercisable upon written notice to the Selling Members, to participate in
such sale and to Transfer their Interests to the third party pursuant to the
Sale Proposal on the same terms and conditions as the Selling Members intend to
Transfer their Interests set forth in the Sale Proposal (except that the price
to be to be paid by the Qualified Transferee to the non-Selling Members
participating in the sale shall be determined as follows: such price shall be
the amount that such non-Selling Member would receive as distributions of Cash
Flow pursuant to Section 8.1, if distributions were to be made to the Members
pursuant to Section 8.1 and the Selling Member were to receive an amount equal
to the price being paid by the Qualified Transferee to the Selling Members as
set forth in the Sale Proposal. By way of example only:

    


    Assume
that the TRB Members are the Selling Members and RBH Partners is a non-Selling
Member that has elected to participate in the sale. Assume further that (i) the
purchase price to be paid to the TRB members by a Qualified Transferee for their
Interests as set forth in the sale proposal is $8,000,000, (ii) the TRB Members
have theretofore made Additional Advances in the amount of $2,000,000, all of
which is then unreturned, and are entitled to a Prority Return of $200,000
thereon, (iii) RBH Partners has theretofore made Additional Advances in the
amount of $2,000,000, all of which is then unreturned, and is entitled to a
Priority Return of $200,000 thereon, (iv) the amount of the Unrecouped TRB
Preferred Capital Contributions is $6,800,000 and the unpaid Preferred Return
thereon is $680,000 (v) RBH Capital has not been removed as Manager pursuant to
Section 5.9(b)(iii), and (vi) neither the TRB Members nor RBH Partners has
failed to make any required Additional Advance. In order to receive
distributions of $8,000,000, the TRB Members would have to receive all of their
Additional Advances and the Priority Return thereon and a portion of the
Unrecouped TRB Preferred Capital Contributions and the Preferred Return thereon.
For the TRB Members to be entitled to the Unrecouped TRB Preferred Capital
Contributions and the Preferred Return thereon, RBH Partners would have been
entitled to have first received the entire amount of its Additional Advances and
the Priority Return thereon, which is $2,200,000. Consequently, the price that
RBH Partners would be entitled to be paid by the Qualified Transferee for its
Interest would be $2,200,000.  TRB Members would still receive the
$8,000,000 offered, for a total price of $10,200,000 to be paid by the Qualified
Transferee for the TRB Members’ and RBH Partners’ Interests.


    
      
         


      

      
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    (d)           Anything
in this Agreement to the contrary notwithstanding, as a condition precedent to
any transfer by the RBH Members set forth in this Section 7.5, the RBH Members
shall, on behalf of the Company (but not with Company funds or Additional
Advances made by the TRB Members), pay in full the BRT Senior Mortgage (together
with the amounts of Additional Advances made by the TRB Members used to make
payments of the principal amount of the BRT Senior Mortgage and any Deferred
Interest (as such term is defined in the note evidencing the loan secured by the
BRT Senior Mortgage) thereon), the Unrecouped TRB Preferred Capital
Contributions and the unpaid Preferred Return (whether or not such amounts are
then due).

    


    (e)           Any
transfer by the Selling Members without strict compliance with the terms and
conditions of this Agreement shall be null and void and of no
effect.

    


    7.6           Bankruptcy of a Manager or
Member.

    


    The
Bankruptcy or dissolution of the Manager shall not cause a dissolution of the
Company.  Except as otherwise provided in this Agreement, no
additional or replacement Manager(s) shall be admitted to the
Company.  The Bankruptcy of a Member shall not cause a dissolution of
the Company. Upon the Bankruptcy of a Member, the representative or
successor-in-interest thereof, as the case may be, shall be deemed to be an
assignee of the economic interest of the Member in the Company and may apply for
admission to the Company as a Substituted Member upon compliance with Section
7.7 hereof; provided, however, if such representative or successor in interest
shall not comply with Section 7.7 hereof, then the interest of such Bankrupt
Member shall be dealt with in accordance with applicable law at the earliest
practicable time.

    


    7.7           Substituted
Members.

    


    Anything
herein contained to the contrary notwithstanding,

    


    (a)  No
successor-in-interest of a Member and no assignee or transferee of all or any
part of a Member’s Interest shall be admitted to the Company as a Member except
upon:

    


    (i)  submitting
to the Manager a duly executed and acknowledged counterpart of the instrument or
instruments making such Transfer, together with such other instrument or
instruments, including, but not limited to, a counterpart of this Agreement as
it then may have been amended, signifying such transferee’s agreement to be
bound by all of the provisions of the Company and this Agreement, including, but
not limited to, the restrictions upon transfers of interests therein and
thereto, all of the foregoing in such form and substance as shall be reasonably
satisfactory to the Manager; and


    
      
         


      

      
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    (ii)
agreeing to bear all costs and expenses, including legal fees of the Company,
incurred in affecting such substitution.

    


    Upon such
transferee’s compliance with the foregoing provision, each of the Members shall
take all actions reasonably required to effectuate the recognition of the
effectiveness of such Transfer and the admission of such transferee to the
Company as a Substituted Member including, but not limited to, transferring such
Interest in and to the Company, its capital, profits and losses upon the books
thereof and executing, acknowledging and causing to be filed any necessary or
desirable amendment to this Agreement and the Articles of Organization of the
Company.

    


    (b)  Subject
to the effect, if any, on the operation of Sections 7.4 and 7.5 hereof, the
Manager shall not consent to the admission of any such assignee as a Substituted
Member if, in the reasonable opinion of the Manager,

    


    (i)   such
admission would jeopardize the status of the Company as a partnership for
Federal income tax purposes,

    


    (ii)  would
cause a termination of the Company within the meaning of the Code,

    


    (iii)
would violate, or cause the Company to violate, any applicable law or
governmental rule or regulation,

    


    (iv)  would
tend to harm the reputation of the Company or any of the Members due to the
reputation of the proposed Substituted Member, or

    


    (v) cause
a default under any loan document or other agreement to which the Company is a
party.

    


    (c)           no
assignment to a minor or incompetent shall be effective in any
respect.

    


    7.8           Non-Complying
Assignments.

    


    Any
assignment, sale, exchange or other Transfer in contravention of any of the
provisions of this Article VII shall be void and ineffectual, and shall not bind
or be recognized by the Company.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    7.9           Obligations of
Successors.

    


    Any
person who acquires an Interest in the Company by assignment or is admitted to
the Company as a Substituted Member shall be subject to and bound by all the
provisions of this Agreement as if originally a party to this
Agreement.

     

    ARTICLE
VIII

     

    DISTRIBUTIONS

    


    8.1           Priority of Distribution of
Cash Flow.

    


    (a)           Cash
Flow of the Company (including Refinancing Proceeds, Sale Proceeds and the
proceeds upon the liquidation of the Company and payment of expenses incurred in
connection therewith), after payment in full of all amounts outstanding under
the BRT Senior Mortgage (whether or not such amounts are then due), and as, when
and to the extent available with respect to each fiscal year of the Company or
any portion thereof prior to any removal of RBH Capital as Manager pursuant to
Section 5.9(b)(iii), shall be allocated and distributed to the Members in the
following order of priority:

    


    1.           First,
to the Members, proportionately in accordance with their then unreturned
Additional Advances, in reduction of their then unreturned Additional Advances
until the unreturned amount of the Members’ Additional Advances shall have been
reduced to zero;

    


    2.           Then,
to the TRB Members, proportionately in accordance with their then unpaid
Preferred Return, in reduction of their then unpaid Preferred Return until the
unpaid amount of the TRB Members’ Preferred Return shall have been reduced to
zero;

    


    3.           Then,
to the TRB Members, proportionately in accordance with their then Unrecouped TRB
Preferred Capital Contributions, in reduction of their then Unrecouped TRB
Preferred Capital Contributions until the Unrecouped TRB Preferred Capital
Contributions shall have been reduced to zero;

    


    4.           Then,
to the Members in an amount sufficient to yield to such Members a 10% per annum
return, compounded monthly, on the Additional Advances outstanding from time to
time made by any such Members to the Company (the “Priority Return”),
proportionately in accordance with the amounts of unpaid Priority Return to
which they are then entitled, the unpaid amounts of such Priority
Return;

    


    5.           Then,
to the Members, proportionately in accordance with their then unreturned Common
Capital Contributions, in reduction of their then unreturned Common Capital
Contributions until the unreturned amount of the Members’ Common Capital
Contributions shall have been reduced to zero;


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    6.           Then,
10% to RBH Capital and 90% to the other Members proportionately in accordance
with their Cash Flow Percentages.

    


    “Cash
Flow Percentages” shall mean the percentages used in determining the amounts of
distributions that the TRB Members and RBH Partners are entitled to receive
pursuant to Section 8.1(a)(6), 8.1(c)(9) and 8.1(d)(9) and shall be determined
as follows:  The Cash Flow Percentage of RBH Partners will be equal to
its Percentage Interests and the aggregate Cash Flow Percentages of the TRB
Members will be equal to the aggregate Percentage Interests of the TRB Members
less 10%, provided that the Percentage Interest of RBH Partners is equal to or
less than 50%.  If the Percentage Interest of RBH Partners exceeds
49.9%, the Cash Flow Percentage of RBH Partners shall be equal to the sum of (a)
49.9% and (b) 80.36% of such excess; and the aggregate Cash Flow Percentages of
the TRB Members shall be 100% less the Cash Flow Percentage of RBH
Partners.  The aggregate Cash Flow Percentages of the TRB Members
shall be allocated between them proportionately in accordance with their
respective Percentage Interests.  The Cash Flow Percentage of RBH
Capital shall at all times be 0%.  Examples:

    


    If the
Percentage Interest of RBH Partners equals 49.9% and the aggregate Percentage
Interests of the TRB Members equal 50.1%, the Cash Flow Percentage of RBH
Partners will be 49.9% and the aggregate Cash Flow Percentages of the TRB
Members will be 40.1% (50.1%-10%).  If the Percentage Interest of RBH
Partners equals 39.9% and the aggregate Percentage Interests of the TRB Members
equal 60.1%, the Cash Flow Percentage of RBH Partners will be 39.9% and the
aggregate Cash Flow Percentages of the TRB Members will be 50.1%
(60.1%-10%).  If the Percentage Interest of RBH Partners equals 59.9%,
the Cash Flow Percentage of RBH Partners will be 57.936% (49.9%+80.36%x10%) and
the aggregate Cash Flow Percentages of the TRB Members will be 42.064%
(100%-57.936%).

     

    


    (b)           Cash
Flow of the Company (including Refinancing Proceeds, Sale Proceeds and the
proceeds upon the liquidation of the Company and payment of expenses incurred in
connection therewith) after payment in full of all amounts outstanding under the
BRT Senior Mortgage (whether or not such amounts are then due), and as, when and
to the extent available with respect to each fiscal year of the Company or any
portion thereof following any removal of RBH Capital as Manager pursuant to
Section 5.9(b)(iii) shall be allocated and distributed to the Members in the
following order of priority:

    


    1.           First,
to the Members, proportionately in accordance with their then unreturned
Additional Advances, in reduction of
their then unreturned Additional Advances until the unreturned amount of the
Members’ Additional Advances shall have been reduced to zero;


    
      
         


      

      
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    2.           Then,
to the TRB Members, proportionately in accordance with their then unpaid
Preferred Return, in reduction of their then unpaid Preferred Return until the
unpaid amount of the TRB Members’ Preferred Return shall have been reduced to
zero;

    


    3.           Then,
to the TRB Members, proportionately in accordance with their then Unrecouped TRB
Preferred Capital Contributions, in reduction of their then Unrecouped TRB
Preferred Capital Contributions until the Unrecouped TRB Preferred Capital
Contributions shall have been reduced to zero;

    


    4.           Then,
to the Members their unpaid Priority Return, proportionately in accordance with
the amounts of unpaid Priority Return to which they are then
entitled;

    


    5.           Then,
to the Members, proportionately in accordance with their then unreturned Common
Capital Contributions, in reduction of their then unreturned Common Capital
Contributions until the unreturned amount of the Members’ Common Capital
Contributions shall have been reduced to zero;

    


    6.           Then,
to the Members proportionately in accordance with their Percentage
Interests.

    


    (c)           Notwithstanding
Sections 8.1(a) and 8.1(b), Cash Flow of the Company (including Refinancing
Proceeds, Sale Proceeds and the proceeds upon the liquidation of the Company and
payment of expenses incurred in connection therewith) after payment in full of
all amounts outstanding under the BRT Senior Mortgage (whether or not such
amounts are then due), and as, when and to the extent available with respect to
each fiscal year of the Company or any portion thereof following any failure of
RBH Partners to make any Additional Advance required hereunder shall be
allocated and distributed to the Members in the following order of
priority:

    


    1.           First,
to the TRB Members, proportionately in accordance with their then unreturned
Additional Advances, in reduction of their then unreturned Additional Advances
until the unreturned amount of the TRB Members’ Additional Advances shall have
been reduced to zero;

    


    2.           Then,
to the TRB Members, proportionately in accordance with their then unpaid
Preferred Return, in reduction of their then unpaid Preferred Return until the
unpaid amount of the TRB Members’ Preferred Return shall have been reduced to
zero;

    


    3.           Then,
to the TRB Members, proportionately in accordance with their then Unrecouped TRB
Preferred Capital Contributions, in reduction of their then Unrecouped TRB
Preferred Capital Contributions until the Unrecouped TRB Preferred Capital
Contributions shall have been reduced to zero;


    
      
         


      

      
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    4.           Then,
to the TRB Members their unpaid Priority Return, proportionately in accordance
with the amounts of unpaid Priority Return to which they are then
entitled;

    


    5.           Then,
to the TRB Members, proportionately in accordance with their then unreturned
Common Capital Contributions, in reduction of their then unreturned Common
Capital Contributions until the unreturned amount of the TRB Members’ Common
Capital Contributions shall have been reduced to zero;

    


    6.           Then,
to RBH Partners in reduction of its then unreturned Additional Advances until
the unreturned amount of RBH Partners’ Additional Advances shall have been
reduced to zero;

    


    7.           Then,
to RBH Partners its unpaid Priority Return;

    


    8.           Then,
to RBH Partners, in reduction of its then unreturned Common Capital
Contributions until the unreturned amount of RBH Partners’ Common Capital
Contributions shall have been reduced to zero;

    


    9.           Then,
10% to RBH Capital and 90% to the other Members proportionately in accordance
with their Cash Flow Percentages (or, if RBH Capital has been removed as Manager
pursuant to Section 5.9(b)(iii), 100% to the Members proportionately in
accordance with their Percentage Interests).

    


    (d)           Notwithstanding
Sections 8.1(a) and 8.1(b), Cash Flow of the Company (including Refinancing
Proceeds, Sale Proceeds and the proceeds upon the liquidation of the Company and
payment of expenses incurred in connection therewith) after payment in full of
all amounts outstanding under the BRT Senior Mortgage (whether or not such
amounts are then due), and as, when and to the extent available with respect to
each fiscal year of the Company or any portion thereof following any failure of
the TRB Members to make any Additional Advance required hereunder shall be
allocated and distributed to the Members in the following order of
priority:

    


    1.           First,
to RBH Partners, in reduction of its then unreturned Additional Advances until
the unreturned amount of RBH Partners’ Additional Advances shall have been
reduced to zero;

    


    2.           Then,
to the TRB Members, proportionately in accordance with their then unpaid
Preferred Return, in reduction of their then unpaid Preferred Return until the
unpaid amount of the TRB Members’ Preferred Return shall have been reduced to
zero;

    


    3.           Then,
to the TRB Members, proportionately in accordance with their then Unrecouped TRB
Preferred Capital Contributions, in reduction of their then Unrecouped TRB
Preferred Capital Contributions until the Unrecouped TRB Preferred Capital
Contributions shall have been reduced to zero;


    
      
         


      

      
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    4.           Then,
to RBH Partners its unpaid Priority Return;

    


    5.           Then,
to RBH Partners, in reduction of its then unreturned Common Capital
Contributions until the unreturned amount of RBH Partners’ Common Capital
Contributions shall have been reduced to zero;

    


    6.           Then,
to the TRB Members, proportionately in accordance with their then unreturned
Additional Advances, in reduction of their then unreturned Additional Advances
until the unreturned amount of the TRB Members’ Additional Advances shall have
been reduced to zero;

    


    7.           Then,
to the TRB Members their unpaid Priority Return, proportionately in accordance
with the amounts of unpaid Priority Return to which they are then
entitled;

    


    8.           Then,
to the TRB Members, proportionately in accordance with their then unreturned
Common Capital Contributions, in reduction of their then unreturned Common
Capital Contributions until the unreturned amount of the TRB Members’ Common
Capital Contributions shall have been reduced to zero;

    


    9.           Then,
10% to RBH Capital and 90% to the other Members proportionately in accordance
with their Cash Flow Percentages (or, if RBH Capital has been removed as Manager
pursuant to Section 5.9(b)(iii), 100% to the Members proportionately in
accordance with their Percentage Interests).

    


    8.2           Intentionally
Deleted.

    


    8.3           Time for
Distributions.

    


    Distributions
of Cash Flow shall be made monthly to the extent that there is Cash Flow
available therefor.  Distribution of Refinancing Proceeds and Sale
Proceeds and the proceeds upon the liquidation of the Company shall be made as
promptly after the occurrence of the event giving rise thereto as the Manager
deems reasonably prudent.


    
      
         


      

      
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    8.4           BRT Senior
Mortgages.

    


    Notwithstanding
anything to the contrary set forth herein, during such time as the BRT Senior
Mortgage shall be outstanding, 100% of the Cash Flow of the Company shall be
used to prepay any outstanding amounts on the BRT Senior Mortgage.

     

    ARTICLE
IX

    


    ALLOCATION OF PROFITS AND
LOSSES

    


    9.1           Profits and Losses
Defined.

    


    The term
“profits” and the term “losses” shall mean net income or net losses of the
Company for the fiscal year, or any portion thereof, as shown on the Federal
income tax returns filed on behalf of the Company.

    


    9.2           Allocation of Profits and
Losses.

    


    (a)           Profits
and losses recognized through the close of business on the date immediately
preceding the date on which the RBH Members have contributed the Additional
Properties to the Company and have been admitted as Members of the Company shall
be allocated 99.8% to TRB and 0.2% to TRB REIT.

     

    (b)           Profits
and losses recognized after the close of business on the date immediately
preceding the date on which the RBH Members have contributed the Additional
Properties to the Company and have been admitted as Members of the Company shall
be allocated (after taking into account any special allocations to be made
pursuant to Sections 9.3, 9.6 and 9.7) to each of the Members, up to the amount
necessary to increase or decrease (as the case may be) such Member’s positive
Preferred Capital Account balance and Common Capital Account balance to the
amount which will be distributed to each of the Members if the Company sold all
of its assets for book value, paid off all of its liabilities, and distributed
all remaining cash to the Members in accordance with Section 8.1(a), 8.1(b),
8.1(c) or 8.1(d), as then applicable, in the order of priority set forth
therein.  Any Profit or loss in excess thereof shall be allocated to
the Members in proportion to their respective Percentage Interests

     

    9.3           Intentionally
Deleted

    


     

    9.4           Allocation of Profits and
Loss Attributable to Transferred Interests.

    


    (a)           If
any Member shall transfer all or any portion of its Membership Interest during a
fiscal year, profits and losses for such fiscal year otherwise allocable to the
transferred Interest shall be prorated between the transferor and transferee
Members on the basis of the number of days during the fiscal year each such
Member held such Interest.


    
      
         


      

      
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    (b)           Profit
or loss of the Company from the date of its formation through the date
immediately preceding the admission of the RBH Member, including any loss
incurred by reason of the acquisition of the Original Properties in lieu of
foreclosure, shall be allocated solely to the TRB Members, in proportion to
their respective interest and shall be determined on the basis of a closing of
the Company’s books as of 11:59 p.m. EDT on such date.

    


    9.5           Basis
Adjustment.

    


    In the
event of a transfer of an Interest in the Company, its capital, profits and
losses, or the distribution of any Company property to a Member, the TRB
Members, upon the request of the transferee or distributee, as the case may be,
may elect on behalf of the Company under the applicable provisions of the Code
to cause the basis of the Company’s property to be adjusted, for Federal income
tax purposes, in the manner provided in the Code.  At the TRB Members’
option, the Company also may elect to adjust the basis of its property pursuant
to the corresponding provisions of state and local tax laws.

    


    9.6.  Special Allocation
Rules.

    


    Before
any allocations are made pursuant to Section 9.2 the following special
allocations shall be made in the following order:

    


                          9.6.1   If
the Company incurs any “nonrecourse liability” or “partner nonrecourse debt” (as
those terms are defined in Sections 1.704-2(b)(3) and 1.704-2(b)(4) of the
Treasury Regulations, respectively), the Company shall make such allocations of
items of income upon decreases in the “partnership minimum gain” or of “partner
nonrecourse debt minimum gain” (determined in accordance with Sections
1.704-2(b)(2), 1.704-2(d) and 1.704-2(i)(3) of the Treasury Regulations), as the
case may be, with respect thereto as are necessary to comply with the “minimum
gain chargeback” and “partner nonrecourse debt minimum gain chargeback”
provisions of Sections 1.704-2(f), 1.704-2(i), 1.704-2(j) and 1.704-2(k) of the
Treasury Regulations, taking into account all exceptions provided by such
provisions to the applicability of this Section 9.6.1.

    


    9.6.2   All
“nonrecourse deductions”, computed and determined in accordance with Sections
1.704-2(b)(1), 1.704-2(c) and 1.704-2(j) of the Treasury Regulations, of the
Company shall be allocated to the Members pro rata in accordance with their
Percentage Interests so long as any Member has Unreturned Capital Contributions
and thereafter in accordance with the Members’ Additional Percentage
Interests.

    


    9.6.3   All
“partner nonrecourse deductions” computed and determined in accordance with
Sections 1.704-2(i)(1), 1.704-2(i)(2) and 1.704-2(j) of the Treasury
Regulations, with respect to any “partner nonrecourse debt”, as defined in
Section 1.704-2(b)(4) of the Treasury Regulations, of the Company, including any
liability of a subsidiary partnership that is treated as a “partner nonrecourse
debt” pursuant to Section 1.704-2(k) of the Treasury Regulations, shall be
allocated to the Members who bear the economic risk of loss for such debt in
compliance with Sections 1.704-2(i) and 1.704-2(k) of the Treasury
Regulations.

    


    
      
        
        

      

      
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    9.6.4   If
the Company incurs any “nonrecourse liability”, as defined in Section
1.704-2(b)(3) of the Treasury Regulations, that is not secured by any specific
property of the Company and that is recourse to the Company as an entity but
expressly not recourse to any member or any partner of any partnership that is a
Member, TRB shall make allocations with respect to such “nonrecourse liability”
in a manner which it reasonably determines to be in accordance the principles of
Section 704(b) of the Code and the Treasury Regulations thereunder.

    


    9.6.5   If
any Member unexpectedly receives any adjustment, allocation or distribution
described in 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) of the Treasury Regulations which causes it to have a,
or increases the amount of its, deficit Capital Account, items of Company income
shall be specially allocated to such Member in an amount and manner sufficient
to eliminate, to the extent required by the Treasury Regulations, such Member’s
deficit Capital Account as quickly as possible, provided that an allocation
pursuant to this Section 9.6.5 shall be made to a Member only if and to the
extent that such Member would have a deficit Capital Account after all other
allocations provided for in this Article IX have been tentatively made as if
this Section 9.6.5 were not in this Agreement.  This Section 9.6.5 is
intended to constitute a “qualified income offset” as defined in Section
1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

    


    9.6.6.   If
any Member has a deficit Capital Account balance as of the end of any fiscal
year or other accounting period that is in excess of the amount such Member is
obligated to restore to its Capital Account hereunder or is deemed to be
obligated to restore to its Capital Account pursuant to the penultimate
sentences of Section 1.704-2(g)(1) and 1.704-2(h)(5) of the Treasury
Regulations, items of Company income and gain in the amount of such excess shall
be specially allocated to such Member as quickly as possible, provided that an
allocation pursuant to this Section 9.6.6 shall be made to a Member only if and
to the extent that such Member would have a deficit Capital Account balance that
is in excess of the amount such Member is obligated to restore to its Capital
Account hereunder or is deemed to be obligated to restore to his or its Capital
Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and
1.704-2(h)(5) of the Treasury Regulations after all other allocations provided
for in this Article IX have been tentatively made as if this Section 9.6.6 were
not in this Agreement.


    
      
         


      

      
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    9.7.           Curative
Allocations.

    


    The
allocations set forth in Sections 9.2 and 9.8.2 (the “Regulatory Allocations”)
are intended to comply with certain requirements of Sections 1.704-1(b) and
1.704-2 of the Treasury Regulations (any and successor provisions
thereto).  Notwithstanding any other provisions of this Article IX,
the Regulatory Allocations shall be taken into account in making allocations of
other items of income, gain, loss, deduction and expenditure among the members
so that, to the extent possible consistent with the Code and the Treasury
Regulations, the respective net amounts of such allocations of other items and
the Regulatory Allocations to the Members are equal to the respective net
amounts that would have been allocated to the members if the Regulatory
Allocations had not occurred.  For purposes of applying the preceding
sentence, however, (i) allocations pursuant to this Section 9.7 shall be
deferred with respect to a Regulatory Allocation made pursuant to Section 9.6.1
until the fiscal year during which there occurs the relevant net decrease in
“partnership minimum gain” or “partner nonrecourse debt minimum gain”
(determined in accordance with Sections 1.704-2(b), 1.704-2(d) and 1.704-2(i)(3)
of the Treasury Regulations) provided in any case that allocations pursuant to
this Section 8.4 shall be made with respect to such Regulatory Allocation only
to the extent necessary to prevent any potential economic distortions that would
otherwise result from such Regulatory Allocation, (ii) allocations pursuant to
this Section 9.6 shall be deferred with respect to Regulatory Allocations made
pursuant to Sections 9.6.2 and 9.6.3 to the extent that TRB reasonably
determines that such Regulatory Allocations are likely to be offset by
subsequent Regulatory Allocations made pursuant to Section 9.6.1, (iii)
allocations pursuant to this Section 9.7 shall be made with respect to
Regulatory Allocations made pursuant to Section 9.6.7 only to the extent that
TRB reasonably determines that such allocations pursuant to Section 9.6.7 are
otherwise inconsistent with the economic agreement among the
Members.  Except as otherwise provided in this Section 9.7, TRB shall
apply this Section 9.7 in such order, and shall divide allocations made pursuant
to this Section 9.7 among the Members in such manner, as is most likely to
minimize any economic distortions that might otherwise be caused by the
Regulatory Allocations.

    


    9.8          Other Allocation
Rules.

    


    9.8.1.   Allocations
of income, gain, loss and deductions for any period during which the Members’
relative interests in the Company have changed shall be made by TRB in the
manner that it shall reasonably determine.

    


    9.8.2.   Notwithstanding
Section 9.2, an allocation of loss shall not be made to a Member to the extent
that such allocation would cause such member to have a deficit Capital
Account.  A loss allocation that would be made to a Member but for
this Section 9.8.2 shall instead be made to the other Members in proportion to
the amounts which they could then be allocated without causing them to have
deficit Capital Accounts.

    


    9.8.3.   Solely
for purposes of determining the Members’ shares of the Company’s “excess
nonrecourse liabilities” under Section 1.752-3(a)(3) of the Treasury
Regulations, the Members’ interests in Company profits shall be their Percentage
Interests or Additional Percentage Interests whichever shall then be
applicable.


    
      
         


      

      
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    9.8.4.   To
the extent permitted by Sections 1.704-2(h) and 1.704-2(i)(6) of the Treasury
Regulations, the Company shall use its best efforts to treat a cash distribution
to any Member hereunder as having been made from the proceeds of a “nonrecourse
liability” or “partner nonrecourse debt” (as those terms are defined in Sections
1.704-2(b)(3) and 1.704-2(b)(4) of the Treasury Regulations, respectively) of
the Company, including any liability of a subsidiary partnership that is so
treated pursuant to Section 1.704-2(k) of the Treasury Regulations, only to the
extent that such distribution would otherwise cause such Member to have a
deficit Capital Account balance that is in excess of the amount such member is
obligated to restore to its Capital Account, within the meaning of Section
1.704-1(b)(2)(ii)(c) of the Treasury Regulations, as of the end of the Fiscal
Year during which the distribution is made.

    


    9.9           Tax
Allocations.

    


    Federal
tax allocations for each fiscal year or other accounting period of the Company
shall be made consistent with the allocations of income or loss and items
specially allocated pursuant to this Article IX for such year or period, except
that, solely for tax purposes, (i) items of income, gain, loss and deduction
with respect to the Company assets reflected hereunder in the Members’ Capital
Accounts and on the books of the Company at values that differ from the
Company’s adjusted tax basis in such assets shall be allocated among the Members
so as to take account of those differences in accordance with the principles of
Section 704(c) of the Code and with Sections 1.704(b)(2)(iv)(f),
1.704-1(b)(2)(iv)(g) and 1.704-1(b)(4)(i) of the Treasury Regulations, and (ii)
adjustments made pursuant to Section 734(b) or Section 743(b) of the Code shall
be taken into account.  The Members are aware of the federal income
tax consequences of the allocations made by this Article IX and agree to report
their shares of Company income, gain, loss, deduction and credit for income tax
purposes in accordance with this Article IX.

    


    9.10           Tax
Matters.

    


    It is understood that TRB shall be
considered the equivalent of the Tax Matters Partner with respect to the
Company.


    
      
         


      

      
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    ARTICLE
X

    


    RECORDS AND BOOKS OF
ACCOUNT

    


    10.1        Records and Books of
Account.

    


    Manager
shall maintain or cause to be maintained, at the Company’s principal office or
at such other place or places as the Manager from time to time may determine,
full and accurate records and books of account of the Company’s
business.  Such records and books of account shall be maintained on a
GAAP basis.  Each Member shall be afforded full and complete access to
all such records and books of account during reasonable business hours and, at
such hours, shall have the right of inspection and copying of such records and
books of account, at his expense.  Manager shall retain an independent
accounting firm (subject to reasonable approval of the Members) and shall cause
the financial statements to be audited, reviewed or compiled; provided that any
Member shall have the right to require that the Manager have the financial
statements audited as a Company expense. If the Manager shall be removed as
provided herein, such Manager shall, upon the request of the replacement
Manager, promptly cause the books and records of the Company to be delivered, at
the Company’s expense, to such location as the replacement Manager may
direct.

    


    10.2        Fiscal
Year.

    


    The
fiscal year of the Company shall end on December 31.

    


    10.3        Intentionally
Deleted

    


    10.4        Reports to
Members.

    


    A.           As
soon as reasonably practical, but in no event later than fifteen (15) days after
the close of each fiscal year of the Company, Manager shall cause to be prepared
and furnished to each Member:

    


    i.  
 The information necessary for the preparation by each Member of its
Federal, state and other income tax returns;

    


    ii.  
The amount in the capital account of such Member as of the last day of such
fiscal year;

    


    iii.  An
income statement and balance sheet of the Company as of the last day of such
fiscal year; and

    


    iv.  Such
other information as any Member deems reasonably necessary for the Members to be
advised of the current status of the Company and its business.

     

    
      
        
        

      

      
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    B.           By
the fifteenth (15th) day of
each month, Manager shall cause to be prepared and furnished to each
Member:

    


    
      i.        
A
mortgage report indicating principal outstanding, interest paid, draws funded to
date and draws requested to date;

    

    


    
      ii.      
An
income and expense statement showing all receipts and disbursements for the
Company in form reasonably satisfactory to each Member together with a copy of
the Company’s bank statements; and

    

    


    iii.      Such
other information as any Member deems reasonably necessary for the Members to be
advised of the current status of the Company and its business.

    


    10.5        Tax Returns. All
Company income tax returns shall be prepared by or under the direction of TRB
and TRB shall have sole discretion as to the income tax treatment of any item of
Company income, gain, deduction and loss.

    


    ARTICLE
XI

    


    DISSOLUTION;

    LIQUIDATION; AND
TERMINATION

    


    11.1        Dissolution.

    


    The
Company shall be dissolved upon the first to occur of any of the following
events;

    


    a.  The
Bankruptcy of the last remaining Member unless the Company’s business is
continued as provided in Section 7.6 hereof;

    


    b.  The
sale of all or substantially all of its assets, and the collection and
distribution of the proceeds thereof; or

    


    c.  Required
Approval in writing for such dissolution has been obtained.

    


    11.2        Intentionally
Deleted

    


    11.3        Liquidation.

    


    (a)  Upon
the dissolution of the Company, Manager shall take or cause to be taken a full
accounting of the Company’s assets and liabilities as of the date of such
dissolution and shall proceed with reasonable promptness to liquidate the
Company’s assets and to terminate its business.  The cash proceeds
from the liquidation, as and when available therefor, shall be applied and
distributed in the order of priority set forth above in Section
8.1.

     

    
      
        
        

      

      
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    (b) The
Manager shall administer the liquidation of the Company and the termination of
its business.  The Manager shall be allowed a reasonable time for the
orderly liquidation of the Company’s assets and the discharge of liabilities to
creditors, so as to minimize losses resulting from the liquidation of the
Company’s assets.

    


    (c)
Anything herein contained to the contrary notwithstanding, a Manager shall not
be personally liable for the return of any Member’s Capital Contributions, or
any part thereof.  Any such return shall be made solely from the
Company’s assets.

    


    (d)  Except
as otherwise provided herein, no dissolution or termination of the Company shall
relieve, release or discharge any Member, or any of his successors, assigns,
heirs or legal representatives, from any previous breach or default of, or any
obligation theretofore incurred or accrued under any provision of this
Agreement, and any and all such liabilities, claims, demands or causes of action
arising from any such breaches, defaults and obligations shall survive such
dissolution and termination.

    


    11.4        Termination.

    


    Upon
compliance with the foregoing plan of liquidation and distribution, the Manager
shall file or cause to be filed the appropriate termination documents required
to effectuate the dissolution and termination of the Company and the Company
thereupon shall be terminated.

     

    
      
        
        

      

      
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ARTICLE
XII

    


    STATUS OF THE
COMPANY

    


    Anything
in this Agreement to the contrary notwithstanding, it is expressly intended that
the entity formed hereby be a limited liability company and taxed as a
partnership by the applicable provisions of the Code, the rules and regulations
promulgated thereunder, and other laws pertaining thereto, and that in every
respect all of the terms and provisions hereof shall at all times be so
construed and interpreted as to give effect to this intent.  In the
event that the Internal Revenue Service of the United States or any governmental
authority having jurisdiction shall in any way or at any time determine that any
provision or provisions of this Agreement affects the status of this entity as a
limited liability company taxable as a partnership, then and in such event the
Manager shall have the authority to and shall modify, amend or supplement the
terms and provisions of this Agreement to the extent necessary to comply with
the rules, regulations and requirements of the Internal Revenue Service of the
United States or any other governmental authority having jurisdiction, in order
that the entity formed hereby be treated as a limited liability company taxed as
a partnership, be taxable as such, and the Members hereof taxable as partners of
a partnership; which modification or amendment shall be retroactively applied to
the date of this Agreement.

    


    ARTICLE
XIII

    


    MISCELLANEOUS

    


    13.1        Arbitration.

    


    Except to
the extent that the disputants agree in writing to any other method of
resolution of a given dispute and except to the extent the resolution of any
question is final, binding and conclusive upon the Members under the terms of
this Agreement, any dispute arising among the Members, or any of them, or their
successors-in-interest, or the estate of a deceased Member, concerning the
meaning or interpretation of this Agreement, or the rights, duties, or
obligations of the Members, including the successors-in-interest and the estate
of a deceased Member, shall, with reasonable promptness, be submitted to and
determined by arbitration by the American Arbitration Association in the City of
New York, in accordance with its rules then in force and effect, and judgment
upon any award rendered may be entered in any court having jurisdiction thereof,
and any such party may, if he so elects, institute proceedings in any court
having jurisdiction for the specific performance by any party of any such
award.

     

    
      
        
        

      

      
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    13.2        Notices.

    


    Unless
otherwise provided herein, any offer, acceptance, election, approval, consent,
certification, request, waiver, notice or other communication required or
permitted to be given hereunder (hereinafter collectively referred to as a
“Notice”) shall be deemed given only if in writing and either (i) sent by
certified or registered mail, postage prepaid and return receipt requested, or
(ii) delivered by a reputable overnight carrier, delivery prepaid for delivery
on the next business day, and in either case addressed to the Company at its
then principal office and to the Member or Members to whom any such Notice is
addressed at the addresses set forth on Exhibit B attached
hereto.  Notices sent by mail shall be effective three (3) business
days following their deposit with the U.S. Post Office and notices sent by
overnight courier shall be effective the next business day following their
deposit with a reputable overnight carrier.  Any Member may change its
address set forth on Exhibit B by written notice to the Company and each
Member and shall be effective ten (10) days following the effective date of the
Notice provided that a notice of change of address of any Member shall not be
deemed to have been given until actual receipt by the
Company.  Notices on behalf of the Company or any Member may be given
by their respective attorneys.

    


    13.3        Entire
Agreement.

    


    This
Agreement contains the entire agreement of the parties hereto and supersedes all
prior agreements and understandings, oral or otherwise, among the parties hereto
with respect to the matters contained herein and (except as specifically noted
herein) it cannot be modified or amended except with the consent of Members
holding Percentage Interests greater than 90%, provided, however, that no
amendment of this Agreement shall (a) increase or extend any financial
obligation or liability of a Member beyond that set forth herein or permitted
hereby without such adversely affected Member’s written consent, (b) change the
provisions of Section 8.1or this Section 13.3 without the written consent of
each Member, or (c) change the provisions of Section 5.9(b)(iii) or otherwise
modifies this Agreement in a manner that adversely affects the rights of RBH
Capital with respect to the distributions or other payments to which it or its
Affiliate would be entitled pursuant to the terms hereof, without the written
consent of RBH Capital.

    


    13.4        Waivers.

    


    Except as
otherwise expressly provided herein, no purported waiver by any party of any
breach by another party of any of his obligations, agreements or covenants
hereunder, or any part thereof, shall be effective unless made in writing
subscribed by the party or parties sought to be bound thereby, and no failure to
pursue or elect any remedy with respect to any default under or breach of any
provision of this Agreement, or any part thereof, shall be deemed to be a waiver
of any other subsequent similar or different default or breach, or any election
of remedies available in connection therewith, nor shall the acceptance or
receipt by any party of any money or other consideration due him under this
Agreement, with or without knowledge of any breach hereunder, constitute a
waiver of any provision of this Agreement with respect to such or any other
breach.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    13.5 
      Headings, Gender and
Number.

    


    The
section headings herein contained have been inserted only as a matter of
convenience of reference and in no way define, limit or describe the scope or
intent of any provisions of this Agreement nor in any way affect any such
provisions.  Where appropriate as used herein, the masculine gender
shall be deemed to include the feminine, the feminine gender shall be deemed to
include the masculine, the singular number shall be deemed to include the plural
and the plural number shall be deemed to include the singular.

    


    13.6 
      Severability.

    


    Each
provision of this Agreement shall be considered to be severable and if, for any
reason, any such provision or provisions, or any part thereof, is determined to
be invalid and contrary to any existing or future applicable law, such
invalidity shall not impair the operation of or affect those portions of this
Agreement which are valid, but this Agreement shall be construed and enforced in
all respects as if such invalid or unenforceable provision or provisions had
been omitted; provided, however, that the status of this Company, as a limited
liability company taxed as a partnership, shall not be prejudiced.

    


    13.7        Counterparts.

    


    This
Agreement may be executed in one or more counterparts and each of such
counterparts, for all purposes, shall be deemed to be an original but all of
such counterparts together shall constitute but one and the same instrument,
binding upon all parties hereto, notwithstanding that all of such parties may
not have executed the same counterpart.

    


    13.8        Benefit.

    


    This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective executors, administrators and successors and permitted
assigns, and shall not be personal to any Members named herein except as
expressly provided herein, but shall not be deemed for the benefit of creditors
of any other persons, nor shall it be deemed to permit any assignment by a
Member of any of his rights or obligations hereunder except as expressly
provided herein.

    


    13.9  
     Further
Actions.

    


    Each of
the Members hereby agrees that he or it shall hereafter execute and deliver such
further instruments and do such further acts and things as may be required or
useful to carry out the intent and purpose of this Agreement and as are not
inconsistent with the terms thereof.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    13.10      Interpretation.

    


    This
Agreement and all matters pertaining thereto shall be governed by the laws of
the State of New York, and particularly the LLC Law, without application to New
York’s conflict of law provisions.  This Agreement shall not be
construed against the party that caused the initial draft of this Agreement to
be prepared as all parties hereto have had the opportunity to review and
negotiate the form of this Agreement.

    


    13.11      No Third Party
Beneficiaries.

    


    The provisions of this Agreement are
not intended to be for the benefit of any creditor or other person (other than a
Member in his capacity as a Member) to whom any debts, liabilities, or
obligations are owed by (or who otherwise has any claim against) the Company or
any of the Members; and no such creditor or other person shall obtain any
benefit from such provisions or shall, by reason of any such foregoing
provision, make any claim in respect of any debt, liability, or obligation
against the Company or any of the Members.

    


     

    13.12      Representations.

     

    (a)           RBH
Capital and the Manager’s Representative, represent and warrant to the other
Members:

     

    (i)         
   RBH Capital is duly formed, validly existing and in good
standing under the laws of the State of its organization.

     

    (ii)          
 Exhibit H accurately depicts the ownership structure of each of RBH
Capital. RBH Capital has the requisite authority to execute, deliver and carry
out the terms and provisions of this Agreement and other documents to be
executed and delivered by RBH Capital pursuant to this
Agreement.  This Agreement constitutes, and other documents to be
executed and delivered pursuant to this Agreement, when executed and delivered
pursuant hereto, will constitute, the duly authorized obligations of the party
or parties, other than the other Members, executing the same.

     

    (iii)          True
and complete copies of the Organizational Documents of RBH Capital have been
furnished to the TRB Members, and other than the agreement referenced to in
Section 7.3(d), there are no other agreements, oral or written, relating to RBH
Capital as regards the ownership and governance of RBH Capital.  The
Organizational Documents of RBH Capital were duly executed and delivered, are in
full force and effect, and are binding upon and enforceable in accordance with
their terms.  No breach exists under the Organizational Documents of
RBH Capital, and no act has occurred and no condition exists or after giving
effect to this Agreement will exist, which, with the giving of notice or the
passage of time, would constitute a breach under the Organizational Documents of
RBH Capital.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    (iv)           All
consents, approvals or authorizations of or declarations, registrations or
filings with any Governmental Authority or nongovernmental person or entity,
including any creditor, member, partner or shareholder, as applicable, of RBH
Capital, required in connection with the execution, delivery and performance of
this Agreement or any of document executed in connection herewith, have been
obtained.

     

    (v)           None
of the following is an OFAC Prohibited Person: (A) RBH Capital; (B) any person
or entity controlling or controlled by RBH Capital; (C) any person or entity
having a beneficial interest in RBH Capital, to the extent not a publicly held
entity; (D) any person or entity for whom RBH Capital is acting as agent or
nominee in connection with this transaction; or (E) any of the partners,
members, shareholders or other equity owners, or their respective employees,
officers, directors, representatives or agents of foregoing persons or entities,
to the extent that such persons or entities are not publicly held
entities.

     

    (vi)           Neither
RBH Capital nor any direct or indirect member or partner in RBH Capital is or
will be, and no legal or beneficial interest of any direct or indirect member or
partner in RBH Capital is or will be held, directly or indirectly, by a “foreign
corporation”, “foreign partnership”, “foreign trust”, “foreign estate”, “foreign
person”, “affiliate” of a “foreign person” or a “United States intermediary” of
a “foreign person” within the meaning of IRC Sections 897 and 1445, the Foreign
Investments in Real Property Tax Act of 1980, the International Foreign
Investment Survey Act of 1976, the Agricultural Foreign Investment Disclosure
Act of 1978, or the regulations promulgated pursuant to such Acts or any
amendments to such Acts.

     

    (b)           RBH
Partners and the Manager’s Representative represent and warrant to the other
Members:

     

    (i)     
      RBH Partners is duly formed, validly
existing and in good standing under the laws of the State of its
organization.

     

    (ii)           Exhibit
I accurately depicts the ownership structure of RBH Partners. RBH Partners has
the requisite authority to execute, deliver and carry out the terms and
provisions of this Agreement and other documents to be executed and delivered by
RBH Partners pursuant to this Agreement.  This Agreement constitutes,
and other documents to be executed and delivered pursuant to this Agreement,
when executed and delivered pursuant hereto, will constitute, the duly
authorized obligations of the party or parties, other than the other Members,
executing the same.

     

    (iii)           True
and complete copies of the Organizational Documents of RBH Partners have been
furnished to the TRB Members, and there are no other agreements, oral or
written, relating to RBH Partners as regards the ownership and governance of RBH
Partners.  The Organizational Documents of RBH Partners were duly
executed and delivered, are in full force and effect, and are binding upon and
enforceable in accordance with their terms.  No breach exists under
the Organizational Documents of RBH Partners, and no act has occurred and no
condition exists or after giving effect to this Agreement will exist, which,
with the giving of notice or the passage of time, would constitute a breach
under the Organizational Documents of RBH Partners.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    (iv)           All
consents, approvals or authorizations of or declarations, registrations or
filings with any Governmental Authority or nongovernmental person or entity,
including any creditor, member, partner or shareholder, as applicable, of RBH
Partners, required in connection with the execution, delivery and performance of
this Agreement or any of document executed in connection herewith, have been
obtained.

     

    (v)           None
of the following is an OFAC Prohibited Person: (A) RBH Partners; (B) any person
or entity controlling or controlled by RBH Partners; (C) to the actual knowledge
of RBH Partners, any person or entity having a beneficial interest in RBH
Partners, to the extent not a publicly held entity; (D) to the actual knowledge
of RBH Partners, any person or entity for whom RBH Partners are acting as agent
or nominee in connection with this transaction; or (E) to the actual knowledge
of RBH Partners, any of the partners, members, shareholders or other equity
owners, or their respective employees, officers, directors, representatives or
agents of foregoing persons or entities, to the extent that such persons or
entities are not publicly held entities.

     

    (vi)           Neither
RBH Partners nor, to the actual knowledge of RBH Partners, any direct or
indirect member or partner in RBH Partners is or will be, and no legal or
beneficial interest of any direct or indirect member or partner in RBH Partners
is or will be held, directly or indirectly, by a “foreign corporation”, “foreign
partnership”, “foreign trust”, “foreign estate”, “foreign person”, “affiliate”
of a “foreign person” or a “United States intermediary” of a “foreign person”
within the meaning of IRC Sections 897 and 1445, the Foreign Investments in Real
Property Tax Act of 1980, the International Foreign Investment Survey Act of
1976, the Agricultural Foreign Investment Disclosure Act of 1978, or the
regulations promulgated pursuant to such Acts or any amendments to such
Acts.

     

    (c)           The
RBH Members and the Manager’s Representative represent and warrant to the TRB
Members:

     

    (i)           Except
as set forth on Exhibit J attached hereto, there are no actions, suits or
proceedings pending or, to the actual knowledge of the RBH Members and the
Manager’s Representative, threatened against or affecting the RBH Members or the
Manager’s Representative, or the Property, the 909 Assemblage or the
Washington-William Street Property before any court or any Governmental
Authority, including, without limitation, suits, actions or proceedings under
the Racketeer Influenced and Corrupt Organizations Act of 1970, as
amended.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    (ii)        
   The RBH Members do not have now or at any time had any
employees.

     

    (iii)           Each
of the RBH Members and the Company is not and will not be an “employee benefit
plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA;
the assets of each of the RBH Members and the Company do not and will not
constitute “plan assets” of one or more such plans for purposes of Title I of
ERISA; each of the RBH Members and the Company is not and will not be a
“governmental plan” within the meaning of Section 3(32) of ERISA; and
transactions by or with the RBH Members or the Company are not and will not be
subject to state statutes applicable to the RBH Members or the Company
regulating investments of fiduciaries with respect to governmental
plans.

     

    (iv)         
There are no agreements with respect to the Properties, the 909 Assemblage or
the Washington-William Street Property with any Affiliate of the RBH Members or
the Manager’s Representative, except as set forth in this Agreement or in
Exhibit K.

     

    (v)           There
are no equipment leases, building service agreements, software licenses,
agreements for advertising, billboards or similar matters or any other
agreements relating to the ownership, development or operation of, or
distributions of funds or payments from, the Property, the 909 Assemblage or, to
the actual knowledge of the RBH Members and the Manager’s Representative, the
Washington-William Street Property, except for the agreements set forth on
Exhibit L.

     

    (vi)           Neither
the RBH Members nor their Affiliates have granted to any Person any right or
option to acquire all or any portion of the Property, the 909 Assemblage or, to
the actual knowledge of the RBH Members and the Manager’s Representative, the
Washington-William Street Property or any interest therein or any ownership
interest in the Company or any interest relating thereto, or a right of first
offer or right of refusal to do so, whether exercisable now or upon any
subsequent resale of any of the Property, the 909 Assemblage or the
Washington-William Street Property or any interest in the Company, except for
the rights granted to the tenants under the Leases, as tenants only and with no
right or option to acquire all or any portion of the Property, the 909
Assemblage or the Washington-William Street Property.

     

    (vii)         There
is no outstanding right, subscription, warrant, call, unsatisfied preemptive
right, option, or other agreement of any kind to purchase or otherwise to
receive any membership or other ownership interest in the RBH Members, and there
is no outstanding security of any kind that is convertible into any such
membership or other ownership interest, nor will any such right, subscription,
warrant, call, unsatisfied preemptive right, option, or other agreement, or any
such security, be created by virtue of this Agreement or the transactions
contemplated hereunder.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    (viii)        Except
to the extent described in the Environmental Reports:

     

    (A)          The
Property, the 909 Assemblage and, to the actual knowledge of the RBH Members and
the Manager’s Representative, the Washington-William Street Property comply with
all applicable Environmental Laws.

     

    (B)           No
spill, release or discharge of any Hazardous Substance has occurred on or about
the Property, the 909 Assemblage or, to the actual knowledge of the RBH Members
and the Manager’s Representative, the Washington-William Street Property, and
there exists no Hazardous Substance at the Property, the 909 Assemblage or, to
the actual knowledge of the RBH Members and the Manager’s Representative, the
Washington-William Street Property.

     

    (C)           The
Property, the 909 Assemblage and, to the actual knowledge of the RBH Members and
the Manager’s Representative, the Washington-William Street Property have not
been used, for the treatment, storage or disposal of any Hazardous
Substance.

     

    (ix)           Each
of the RBH Members and the Manager’s Representative do not, nor, to the actual
knowledge of the RBH Members and the Manager’s Representative, do any of their
direct or indirect members or any of their Affiliates, have any interest, right
or option with respect to any property in Newark, New Jersey, other than the
Property, the 909 Assemblage and, to the actual knowledge of the RBH Members and
the Manager’s Representative, the contract vendee’s interest in the
Washington-William Street Property, and certain properties located at 212 Rome
Street, 875-881 Broad Street and 260 Washington Street, Newark, New
Jersey.  An Affiliate of the Manager’s Representative, but not any of
the RBH Members, owns a contract vendee interest in the property located at 268
Washington Street, which property is not intended to become a part of the
partnership contemplated by this Agreement.

     

    (x)          
Neither the Property, the 909 Assemblage nor, to the actual knowledge of the RBH
Members and the Manager’s Representative, the Washington-William Street Property
is subject to any management, leasing or brokerage agreement, other than as set
forth in Exhibit M.

     

    (xi)           Attached
hereto as Exhibit N is, as of the date of this Agreement, a true, complete
correct rent roll for the Property, the 909 Assemblage and, to the actual
knowledge of the RBH Members and the Manager’s Representative, the
Washington-William Street Property (the “Rent Roll”).  Except as set
forth on the Rent Roll, as of the date of the Rent Roll, (i) no Leases are in
effect and (ii) all Leases set forth on the Rent Roll are in full force and
effect.  The Rent Roll designates all unleased space and shows the
amount of each security deposit, any unamortized free rent or rental abatements
and any unused construction allowances or unperformed landlord construction
obligations.  Except as set forth on the Rent Roll, neither the
Company nor any tenant is in default under any Lease.  The Rent Roll
sets forth amount of past due rent and other amounts owed under any Lease, as of
the date of the Rent Roll.

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    (xii)          There
have been no applications made by the RBH Members, the Manager’s Representative
or any of their Affiliates for the development of the Property, the 909
Assemblage or the Washington-William Street Property, including, without
limitation, a zone change or variance, other than as set forth on Exhibit O
attached hereto.

     

    (xiii)         The
Washington-William Street Contract is in full force and effect and neither the
seller or the buyer thereunder is in default thereof.

     

    (xiv)         Other
than (i) amounts owed to BRT, (ii) amounts owed to Star Electric, LLC, in
connection with that certain loan to RBH Group Partners II, L.P. in the
principal sum of $900,000 in respect of 69 Market Street, Newark, New Jersey,
(iii) amounts owed to Carlo & Frank Enterprises, LLC, in connection with
that certain loan to RBH Group Partners VII, LP in the principal sum of
$1,200,000 in respect of 65-67 Market Street, Newark, New Jersey, and (iv) trade
payables set forth on that certain closing statement being delivered to the TRB
Members on the date hereof, and trade payables incurred in the ordinary course
of business that are not yet billed, all of which will be paid by the Persons
that have owned the Property immediately prior to the conveyance thereof to the
Company or the Property Owners, there is no debt, secured or unsecured, owed
with respect to the Property or by the Persons that have owned the Property
immediately prior to the conveyance thereof to the Company or the Property
Owners.

     

    (d)           The
TRB Members represent and warrant to the RBH Members:

     

    (i)          
 The TRB Members are duly formed, validly existing and in good standing
under the laws of the State of its organization.

     

    (ii)           The
TRB Members have the requisite authority to execute, deliver and carry out the
terms and provisions of this Agreement and other documents to be executed and
delivered by the TRB Members pursuant to this Agreement.  This
Agreement constitutes, and other documents to be executed and delivered pursuant
to this Agreement, when executed and delivered pursuant hereto, will constitute,
the duly authorized obligations of the party or parties, other than the RBH
Members and Manager’s Representative, executing the same.

     

    (iii)          True
and complete copies of the Organizational Documents of the TRB Members have been
furnished to the RBH Members, and there are no other agreements, oral or
written, relating to the TRB Members as regards the ownership and governance of
the TRB Members.  The Organizational Documents of the TRB Members were
duly executed and delivered, are in full force and effect, and are binding upon
and enforceable in accordance with their terms.  No breach exists
under the Organizational Documents of the TRB Members, and no act has occurred
and no condition exists or after giving effect to this Agreement will exist,
which, with the giving of notice or the passage of time, would constitute a
breach under the Organizational Documents the TRB Members.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    (iv)           All
consents, approvals or authorizations of or declarations, registrations or
filings with any Governmental Authority or nongovernmental person or entity,
including any creditor, member, partner or shareholder, as applicable, of the
TRB Members, required in connection with the execution, delivery and performance
of this Agreement or any of document executed in connection herewith, have been
obtained.

     

    (v)           None
of the following is an OFAC Prohibited Person: (A) the TRB Members; (B) any
person or entity controlling or controlled by the TRB Members; (C) to the actual
knowledge of the TRB Members, any person or entity having a beneficial interest
in the TRB Members, to the extent not a publicly held entity; (D) to the actual
knowledge of the TRB Members, any person or entity for whom the TRB Members are
acting as agent or nominee in connection with this transaction; or (E) to the
actual knowledge of the TRB Members, any of the partners, members, shareholders
or other equity owners, or their respective employees, officers, directors,
representatives or agents of foregoing persons or entities, to the extent that
such persons or entities are not publicly held entities.

     

    (vi)           Neither
the TRB Members nor, to the actual knowledge of the TRB Members, any direct or
indirect member or partner in the TRB Members is or will be, and no legal or
beneficial interest of any direct or indirect member or partner in the TRB
Members are or will be held, directly or indirectly, by a “foreign corporation”,
“foreign partnership”, “foreign trust”, “foreign estate”, “foreign person”,
“affiliate” of a “foreign person” or a “United States intermediary” of a
“foreign person” within the meaning of IRC Sections 897 and 1445, the Foreign
Investments in Real Property Tax Act of 1980, the International Foreign
Investment Survey Act of 1976, the Agricultural Foreign Investment Disclosure
Act of 1978, or the regulations promulgated pursuant to such Acts or any
amendments to such Acts.

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    Section
13.13       Non-Disclosure. The
RBH Members acknowledge and agree that BRT is a publicly traded entity and that
BRT is an Affiliate of TRB.  Although the RBH Members do not
acknowledge or agree that they are or may be deemed to be “affiliates” (as
defined in Rule 405 of the rules and regulations promulgated under the
Securities Act of 1933, as amended) of BRT on account of their membership in the
Company with TRB, nevertheless, as an accommodation to BRT, the RBH Members
agree that during such time as TRB or any Affiliates of TRB or BRT shall be a
member of the Company or BRT shall be a lender to the Company, the RBH Members
and each of their Affiliates (i)
shall not purchase or sell any securities issued by BRT and (ii) not disclose
non-public information relating to the Company or the Property other than as
required by law and in any case not without the prior consent of TRB; provided
that the RBH Members may disclose confidential information on a “need-to-know”
basis to their directors, officers, employees, attorneys, advisors, investors,
lenders and accountants with notification to such parties that such information
shall remain confidential.  It is agreed that money damages would not
be a sufficient remedy for a breach of this Section 13.13 and that TRB and BRT
shall be entitled to equitable relief including, without limitation, injunctive
relief and specific performance, in addition to all other remedies at law or in
equity, in the event of any breach of the provisions of this Section 13.13.
Further, each of the RBH Members shall indemnify TRB and BRT from and against,
any liability with respect to any and all actual claims, injury, damage, loss
and liability of any and every kind (including reasonable attorneys’ fees)
suffered or incurred by TRB or BRT by reason of a violation by such RBH Member
of the provisions of this Section 13.13.

     

    [THE NEXT
PAGE IS THE SIGNATURE PAGE]


    
      
         


      

      
        63

        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the Members have hereunto executed this Agreement of
Company as of the day and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    TRB
      NEWARK ASSEMBLAGE, LLC

                                  
	 
      	 
      
	
                                    By:  

                                  	 
      
	 
      	
                                    Name:

                                  
	 
      	
                                    Title:

                                  
	 
      	 
      
	
                                    TRB
      NEWARK TRS, LLC

                                  
	 
      	 
      
	
                                    By:

                                  	 
      
	 
      	
                                    Name:

                                  
	 
      	
                                    Title:

                                  
	 
      	 
      
	
                                    RBH
      PARTNERS, LLC

                                  
	 
      	 
      
	
                                    By:

                                  	 
      
	 
      	
                                    Name:

                                  
	 
      	
                                    Title:

                                  
	 
      	 
      
	
                                    RBH
      CAPITAL, LLC

                                  
	 
      	 
      
	
                                    By:

                                  	 
      
	 
      	
                                    Name:

                                  
	 
      	
                                    Title:

                                  
	 
      	 
      
	
                                    For
      purposes of confirming his agreement to the provisions of Sections 5.7(b)
      and (c) of this Agreement.

                                  
	 
      	 
      
	
                                     

                                  	 
      
	
                                    Ron
      Beit

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        64

        
          

        

      

      
         


      

    


    ACKNOWLEDGEMENTS

    


    
      
        
          
            	
                    STATE
      OF NEW YORK

                  	
                    )

                  
	 
      	
                    )     ss.

                  
	
                    COUNTY
      OF __________

                  	
                    )

                  


          

        

      

    

     

    On the
_______ day of ____________ in the year 2009 before me, the undersigned, a
Notary Public, personally appeared Mark H. Lundy, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.

     

     

      
        

      

    

    
      Notary
Public

    

     

    
      
        
          
            	
                    STATE
      OF NEW YORK

                  	
                    )

                  
	 
      	
                    )     ss.

                  
	
                    COUNTY
      OF __________

                  	
                    )

                  


          

        

      

    

     

    On the
_______ day of ____________ in the year 2009 before me, the undersigned, a
Notary Public, personally appeared _______________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.

     

     

    
      
        
          

        

      

      Notary
Public


    


    
      
         


      

      
        65

        
          

        

      

      
         


      

    

     

    
      
        	
                STATE
      OF NEW YORK

              	
                )

              
	 
      	
                )     ss.

              
	
                COUNTY
      OF ___________

              	
                )

              


      

    

     

    On the
_______ day of  ____________ in the year 2009 before me, the
undersigned, a Notary Public, personally appeared _______________, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his authorized capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.

     

     

    
      

    

    
      Notary
Public

    

     

    
      
        	
                STATE
      OF NEW YORK

              	
                )

              
	 
      	
                )     ss.

              
	
                COUNTY
      OF ___________

              	
                )

              


      

    

     

    On the
_______ day of  ____________ in the year 2009 before me, the
undersigned, a Notary Public, personally appeared __________________, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his authorized capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.

     

    
       

        
          

        

      

      Notary
Public

    



    
      
         


      

      
        66