This
Agreement (“Agreement”) is made and entered into as of the 1st day of
July, 2009, by and among GERALD NUDO, an individual with an office at 55 E.
Jackson, Suite 500, Chicago, Illinois 60604
("Nudo"), and LAURENCE WEINER, an individual with an office at 55 E.
Jackson, Suite 500, Chicago, Illinois 60604 ("L.
Weiner"; Nudo and L. Weiner being collectively referred to as the “MARC Principals”), and WRT
REALTY, L.P. (f/k/a First Union Realty L.P.), a Delaware limited partnership
(“WRT”).

     

    WITNESSETH:

     

    WHEREAS, each of the MARC Principals
and WRT entered into that certain Amended and Restated Omnibus Agreement, dated
as of March 16, 2005 (the “Omnibus Agreement”);

    


    WHEREAS, pursuant to the Omnibus
Agreement, FT-Marc Loan LLC (the “WRT Lender”), a wholly-owned subsidiary of
WRT, made loans to each of the entities listed on Schedule 1 hereto
(each, a “Marc Borrower”) pursuant to a Loan Agreement between the WRT Lender
and the applicable Marc Borrower (each, a “Loan Agreement” and collectively, the "Loan Agreements"), which
loans were evidenced by a Loan Promissory Note made by the applicable Marc
Borrower in favor of the WRT Lender (each a “Loan Note” and collectively, the "Loan Notes"), which Loan
Notes have a current outstanding principal balance set forth on Schedule 1
hereto under the heading “Current WRT Loan Amount”;

    


    WHEREAS, pursuant to the Omnibus
Agreement, FT-Marc Class B LLC (the “Class B Member”) acquired an interest in
each of the Marc Borrowers and, in connection therewith, entered into an
Operating Agreement with the MARC Principals and certain of their Affiliates
(each, an “Operating Agreement” and collectively,
the "Operating Agreements");

    


    WHEREAS,
each Operating Agreement establishes a “Class A Member Amount” for the Class A
Members (as such term is defined in each Operating Agreement) which Class A
Member Amount is set forth on Schedule 1 under the
heading “Current Class A Member Amount”;

    


    WHEREAS, NW
Loan LLC, an Illinois
limited liability company ("NW") is an Affiliate of the MARC
Principals and has previously made certain TI/CapEx
Loans;

    


    WHEREAS,
pursuant to the Omnibus Agreement certain other agreements were agreed to by the
MARC Principals and WRT with respect to the properties indirectly owned by the
Marc Borrowers;

    


    WHEREAS,
the parties hereto desire to modify certain provisions of the Omnibus Agreement,
the Loan Agreements, the Loan Notes, the Operating Agreements and the other
agreements entered into in connection with the Omnibus Agreement and, in that
regard, desire to set forth their understanding with respect
thereto;

    


    NOW,
THEREFORE, the parties hereto hereby agree as follows:

    


    1.           Capitalized
Terms.  Capitalized terms used herein and not otherwise defined
shall have the respective meanings ascribed thereto in the Omnibus
Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    2.           Effective
Date.  Except as otherwise provided herein, this Agreement
shall be effective as of July 1, 2009 (the “Effective Date”).

    


    3.           Schedule 2
Entities.  (a)  In consideration of the waiver
provided for in Section 7 below, respect to the Marc Borrowers listed on Schedule 2 hereto
(the “Schedule 2 Entities”);

    


    
      	
               
      

            	
              (i)

            	
              the
      WRT Lender shall be deemed to have assigned as of May 1, 2009 to NW all of
      its right, title and interest, in and to the Loan Agreements, the Loan
      Notes and TI/Cap Ex Loans currently held by the WRT Lender with respect to
      the Schedule 2 Entities and the properties indirectly held by the Schedule
      2 Entities.  The outstanding principal amount of such Loan Notes
      and TI/Cap Ex Loans are set forth on Schedule 2
      hereto under the headings of “WRT Loan Amount” and “WRT TI/Cap Ex Loan
      Amount” respectively; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Class B Member shall be deemed to have assigned as of May 1, 2009 to the
      applicable Marc Members its entire right, title and interest as a Class B
      Member in and to each of the Schedule 2
  Entities.

            


    

    


    (b)           With
respect to the entity listed on Schedule 2A hereto
(the “Schedule 2A Entity”), WRT Realty L.P. (f/k/a First Union REIT, L.P.), an Affiliate of WRT
shall be deemed to have assigned as of May 1, 2009 to Nudo, L. Weiner, Elliot Weiner ("E. Weiner") and Anne
Voshel its entire right, title and interest as a member in such
entity.

    


    (c)           As
a result of the transactions contemplated by this Section 3, the parties hereto
acknowledge that neither WRT, the WRT Lender, the Class B Member nor any of
their Affiliates shall have any interest in nor any obligations with respect to,
the Schedule 2 Entities, the Schedule 2A Entity or the Properties indirectly
held by the Schedule 2 Entities or the Schedule 2A Entity from and after May 1,
2009.

    


    4.           Schedule 3
Entities.  With respect to the Marc Borrowers listed on Schedule 3 hereto
(the “Schedule 3 Entities”), as of the Effective Date:

    


    a.           The
WRT Lender shall be deemed to have transferred to NW, and NW shall be deemed to
have acquired from the WRT Lender, for an acquisition price of $487,002, that
portion of WRT Lender’s TI/Cap Ex Loans under the heading “TI/Cap Ex Loan
Transfer Amount” on Schedule 3 with
respect to the Properties indirectly owned by the Schedule 3
Entities.  The parties acknowledge that as a result of the transfer
contemplated by this Section 4a, that each of the WRT Lender and NW will hold
TI/Cap Ex Loans with respect to the Properties indirectly owned by the Schedule
3 Entities in the amounts set forth on Schedule 3 hereto
under the heading of “Post Transfer TI/Cap Ex Loan Amount-WRT” and “Post
Transfer TI/Cap Ex Loan Amount-NW”, respectively.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    b.           The
Class A Member Amount with respect to each Schedule 3 Entity shall be increased
to the respective amounts set forth on Schedule 3 under the
heading “New Class A Member Amount.”

    


    5.           Schedule 4
Entities.  With respect to the Marc Borrowers listed on Schedule 4 hereto
(the “Schedule 4 Entities”), as of the Effective Date:

    


    a.           The
WRT Lender shall advance to the applicable Marc
Borrower the amounts set forth on
Schedule 4
hereto under the heading “Additional Advance” which Additional Advance shall be
distributed, as a special distribution to the applicable Marc Members and which
special distribution shall be applied against the applicable Class A Member
Amount.  As a result of the foregoing, the Marc Principals agree and
acknowledge that the principal amount outstanding under the Loan Notes and the
Class A Member Amounts with respect to such Schedule 4 Entities is as set forth
under the applicable heading on Schedule 4
hereto.

    


    b.           NW
shall sell to the WRT Lender, and the WRT Lender shall acquire from NW, for an
acquisition price of $174,100.15, that portion of NW’s TI/Cap Ex Loans under the
heading “TI/Cap Ex Loan Transfer Amount” on Schedule 4 with
respect to the Properties indirectly owned by the Schedule 4
Entities.  The parties acknowledge that as a result of the transfer
contemplated by this Section 5b, that each
of the WRT Lender and NW will hold TI/Cap Ex Loans with respect to the
Properties indirectly owned by the Schedule 4 Entities in the amounts set forth
on Schedule 4
hereto under the heading of “Post Transfer TI/Cap Ex Loan Amount-WRT” and “Post
Transfer TI/Cap Ex Loan Amount-NW”, respectively.

    


    6.           Schedule 5
Entities.  With respect to the Marc Borrowers listed on Schedule 5 hereto
(the “Schedule 5 Entities”), as of the Effective Date the WRT Lender shall be
deemed to have made an additional advance to each Schedule 5 Entity in the
amount set forth on Schedule 5 under the
heading “Additional Loan Advance”, which advance shall be deemed to increase the
amount outstanding under the applicable Loan Agreement and Loan Note to the
amount set forth under the heading “New Loan Amount” on Schedule 5
hereto.  The MARC Principals, and WRT
further acknowledge that as of the Effective Date, the Class A Member Amount
with respect to the Schedule 5 Entities is set forth in Schedule 5 under the heading of "Class A Member
Amount".

    


    7.           Class A
Shortfall.  The Marc Principals on behalf of themselves and
their Affiliates hereby waive any and all right they may have with respect to
any existing Class A Shortfall (as such term is defined in the each of the
Operating Agreements) with respect to the Schedule 3 Entities, the Schedule 4
Entities and the Schedule 5 Entities and agree that as of the Effective Date,
the Class A Shortfall shall be deemed to be zero.

    


    8.           WRT Loans/Class A Member
Amount Return.

    


    (a)           From
and after the Effective Date, the term “Interest Rate” under each Loan Agreement
with respect to the Schedule 3 Entities, the Schedule 4 Entities and the
Schedule 5 Entities shall be deemed to be 9% per annum and the “Loan Maturity
Date” shall be extended to April 17, 2016.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (b)           From
and after the Effective Date, the interest rate on the Class A Member Amount
shall be deemed to be 9% and not 7.65%.

    


    (c)           With
respect to the Schedule 3 Entities, the Schedule 4 Entities and the Schedule 5
Entities, the applicable Marc Borrower shall cause all accrued interest due and
owing under the applicable Loan through June 30, 2009 to be
satisfied.

    


    (d)           Notwithstanding
anything in the Loan Agreements or the Loan Notes to the contrary, from and
after the Effective Date the WRT Lender acknowledges and agrees that payments on
account of the Loan Notes shall only be made to the extent there is sufficient
Operating Cash Flow and/or Capital Proceeds (as such terms are defined in the
Operating Agreements) with respect to the applicable Marc Borrower to be applied
towards the amounts outstanding on the applicable Loan Note in accordance with
the order of priority as set forth on Exhibit A hereto (the
“Waterfall”).

    


    (e)           Each
Loan Agreement shall be deemed modified as provided for in Exhibit D
hereto.

    


    9.           TI/Cap Ex
Loans.

    


    (a)           From
and after the Effective Date and after giving effect to the transactions
contemplated hereby, existing TI/Cap Ex Loans made with respect to the Schedule
3 Entities, the Schedule 4 Entities and the Schedule 5 Entities which are set
forth on Schedule
6 hereto under the heading “Existing TI/Cap Ex Loans” shall bear interest
at a rate of 10% (the “Existing TI/Cap Ex Loans”).

    


    (b)           The
MARC Principals and WRT Lender agree that, except as provided in Section 10
below, they shall be obligated to make additional TI/Cap Ex Loans (the “New
TI/Cap Ex Loans”) in an amount up to an aggregate of $16 million, collectively,
to be advanced equally by the Marc Principals, or their Affiliate, on the one
hand, and WRT Lender, or its Affiliate, on the other hand.  The New
TI/Cap Ex Loans shall be on terms identical to that of the Existing TI/Cap Ex
Loans including bearing interest at a rate of 10% per annum; provided, however,
if either the MARC Principals or the WRT Lender
fails to make an otherwise required New TI/Cap Ex Loan, the TI/Cap Ex Loan Rate
applicable to the New TI/Cap Ex
Loan made by the party that has not failed to make the required New TI/Cap Ex
Loan (the “Unfunded TI/Cap Ex Loan”) shall be 15% per annum, 3% of which shall
accrue and be payable as provided in Section 12 hereof.

    


    (c)           By
no later than July 31, 2009, the WRT Lender and the Marc Principals shall make
New TI/Cap Ex Loans in the amounts set forth on Schedule 6 hereto
under the heading of “New TI/Cap Ex Loans”.

    


    (d)           The
TI/Cap Ex Loan Maturity Date for the Existing TI/Cap Ex Loans shall be deemed to
be May 1, 2016.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    10.         Covered
Loans.  From
and after the Effective Date, to the
extent that a Covered Loan is required, any loan so made by the MARC
Principals and/or the
WRT Lender shall be deemed a "New
TI/Cap Ex Loan" and shall bear interest at the rates set forth in Section 9(b)
above.  Notwithstanding the foregoing, (i) neither of the MARC
Principals nor the
WRT Lender shall be required to make any Covered
Loans; (ii) unless otherwise agreed by the parties, any Covered Loans made by
the respective parties shall not be deemed to be part of the $16,000,000.00
commitment provided for in Section 9(b) above and (iii) subject to the notice
requirements set forth in the Omnibus Agreement, either the MARC Principals or
the WRT Lender shall be permitted to make a Covered Loan for the purposes set
forth in the Omnibus Agreement without the consent of the other
party.

    


    11.         Reposition
Loans.  The obligation or right of the Marc Principals and WRT,
and their Affiliates, to make a Reposition Loan shall be eliminated and neither
the Marc Principals, WRT nor their respective Affiliates shall be permitted to
make a Reposition Loan without the consent of the other party.

    


    12.         Application of Operating
Cash Flow and Capital Transactions.  Notwithstanding anything
in the Omnibus Agreement, the Loan Agreements, the Operating Agreements or the
Post-Conversion Operating Agreement, Operating Cash Flow and Capital Proceeds
(as such terms are defined in the Operating Agreements) shall be allocated as
set forth in the Waterfall.

    


    13.         Management
Agreements.  (a)  The term of each property
management agreement with respect to the Properties indirectly owned the
Schedule 3 Entities, the Schedule 4 Entities and the Schedule 5 Entities (the
“Management Agreements”) shall terminate on the date set forth opposite such
Schedule 3 Entities, the Schedule 4 Entities, and the Schedule 5 Entities on
Schedule 7
hereto.  Notwithstanding the foregoing, WRT shall have the right to
cause the Management Agreements to be terminated if at least 2 of Nudo, L.
Weiner and E. Weiner are not then actively involved in the management of the
Property.

    


    14.         Purchasing Fee and Asset
Management Fee.  Sections 12.2.6, 12.2.7 and 12.3 of the
Omnibus Agreement shall be deleted and no party shall have any right to receive
the fees contemplated thereby.

    


    15.         Acquisition, Disposition and
Financing Fees.  Section 12.2.2 of the Omnibus Agreement shall
be amended and restated to read in its entirety as follows:

    


    The MARC
Principals or their Affiliates shall be entitled to receive (i) an acquisition
fee of 1% the gross purchase price of all After-Acquired Property acquisitions
other than an acquisition from a MARC Principal, a MARC Entity or an Affiliate
thereof or WRT or its Affiliate; (ii) a disposition fee of 1% of the gross sales
price of all Property and Other Property dispositions, and (iii) a fee of 1% of
the gross loan amount for all loans obtained from a Third Party Lender by a
Property Owner or the owner of an Other Property not in connection with an
acquisition for which the MARC Principals or their Affiliates provide mortgage
brokerage services; provided, however, in no event shall all MARC Entities be
entitled to receive fees with respect to clause (i) and (iii) of this Section
12.2.2 in excess of $600,000 in any calendar year.  As used herein,
the term “Other Property” shall mean the properties listed on Schedule 8 hereto and
each other After-Acquired Property.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    16.         Conversion.

    


    (a)           Notwithstanding
anything to the contrary contained in a Loan Agreement, (i) prior to or on
December 31, 2010, the Marc Borrowers shall have the sole right to convert all,
but not less than all, of the Loans to a preferred equity interest in the
applicable Marc Borrower pursuant to Article 3 of the applicable Loan Agreement;
provided, however, the Marc Borrowers shall not be permitted to exercise such
right during the last month of a calendar quarter without the consent of the WRT
Lender, (ii) from January 1, 2011 through December 31, 2012 neither the
applicable Marc Borrower nor the WRT Lender shall have the right to convert a
Loan to an equity interest in the applicable Marc Borrower pursuant to Article 3
of the applicable Loan Agreement or otherwise without the prior written consent
of the other party, which consent may be granted or withheld in such parties
sole and absolute discretion; provided, however, in the event of a sale of the
Property indirectly owned by such Marc Borrower, not earlier than 30 days prior,
nor later than 1 day prior, to the sale of such Property, the applicable Marc
Borrower shall have the right without the consent of the WRT Lender to convert a
Loan to a common equity interest in the applicable Marc Borrower pursuant to
Article 3 of the applicable Loan Agreement regardless of whether  an
Event of Default shall then exist , in which event all distributions payable by
the applicable Marc Borrower to its members shall be made as set forth on Exhibit B hereto and
(iii) from and after January 1, 2013 (x) the WRT Lender shall have the right to
convert any or all Loans to a common equity interest in the applicable Marc
Borrower or (y) the applicable Marc Borrower shall have the right to convert any
or all Loans to a preferred equity interest in the applicable Marc Borrower
pursuant to Article 3 of the applicable Loan Agreement (without regard to the
requirement that all Loans be converted); provided, however, if the WRT Lender
is the party causing the conversion the WRT Lender or its applicable Affiliate
shall simultaneously exercise the buy/sell right (without compliance with
Section 12.1(d) of the Post-Conversion Operating Agreement) with respect to the
Loan(s) being converted by the WRT Lender, which buy/sell shall otherwise comply
with Article 12 of the applicable Post-Conversion Operating Agreement; provided,
further, however, if such conversion is to take place in the last month of a
calendar quarter, the consent of the non-converting party shall be
required.  The parties hereto acknowledge that Section 9.4(a)(i) and
(ii) of the Post-Conversion Operating Agreement shall be deemed modified as set
forth on Exhibit
A hereto.

    


    (b)           From
and after the conversion of a Loan to a preferred equity as contemplated by
Section 16(a) hereof (the “Initial Conversion”), the Marc Members shall have the
further right to convert WRT’s preferred equity interest following such Initial
Conversion to a common equity interest in which case all distributions payable
by the applicable Marc Borrower to its members shall be made as set forth on
Exhibit B
hereto; provided, however, if the Marc Members exercise such right, either the
Marc Members or WRT shall have the immediate right to exercise the buy/sell
provisions (without compliance with Section 12.1(d) of the Post-Conversion
Operating Agreement) with respect to the Marc Borrower for which such conversion
has occurred unless the Property indirectly held by a Marc Borrower is then
subject to a purchase agreement, in which case such buy/sell provision may not
be exercised, if at all, until such purchase agreement is
terminated.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    17.         Put/Call
Agreement.  Effective as of the Effective Date, that certain
Put/Call Option Agreement, dated as of April 15, 2005, among the WRT Lender and
each of the Persons listed on Schedule 1 thereto shall be deemed
terminated.

    


    18.         Accounting.  The
Marc Members acknowledge and agree that at such time, if at all, as WRT is
required for GAAP purposes to account for its Loan or its equity interest in the
Marc Borrower as common equity, the provisions set forth on Exhibit C shall
apply.

    


    19.         Further
Assurances.  Each of the parties hereto shall and shall cause
their respective Affiliates to execute and deliver to the other party such
documents, instruments, certificates, assignments and other writings, and do
such other acts, necessary or desirable in the reasonable judgment of the
parties hereto, to further evidence the agreements set forth herein including,
without limitation, amendments to the Omnibus Agreement, Loan Agreements, Loan
Notes and Operating Agreements and to take all and such further lawful acts,
conveyances and assurances as the parties may reasonably require for the better
and more effective carrying out of the intents and purposes of this
Agreement.

    


    20.         Parties
Bound.  The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.  This Agreement is a contract by and among the parties
hereto for their mutual benefit, and no third person shall have any right, claim
or interest against any of them by virtue of any provision hereof.

     

    21.         Governing
Law.  THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF ILLINOIS,
WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND
TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF
AMERICA.

    


    22.         Counterparts.  This
Agreement may be executed in several counterparts, each of which when executed
and delivered is an original, but all of which together shall constitute one
instrument.  In making proof of this Agreement, it shall not be
necessary to produce or account for more than one such counterpart which is
executed by the party against whom enforcement of this Agreement is
sought.

    


    23.         Board
Consent.  The effectiveness of this Agreement is subject to WRT
obtaining the requisite consent of its Board of Trustees prior to July 31,
2009.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF this Agreement has been duly executed and delivered as of the
date first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  WRT
      REALTY L.P.

                                                
	 	 
	
                                                  By:

                                                	
                                                  Winthrop
      Realty Trust, its General Partner

                                                
	 
      	 
      
	 
      	
                                                  By

                                                	
                                                    

                                                
	 
      	 
      	
                                                  Michael
      L. Ashner

                                                
	 
      	 
      	
                                                  Chief
      Executive Officer

                                                
	 	 	 
	 
      	 
      	 
      
	
                                                  GERALD
      NUDO

                                                
	 
      	 
      	 
      
	 	 	 
	
                                                  LAURENCE
      WEINER

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
1

    


    MARC
BORROWER/LOAN NOTE BALANCE/CURRENT CLASS A MEMBER AMOUNT/

    AS OF JUNE 30, 2009

    


    
      
        
          	 
      	 	
                  
                    Marc Borrower

                  

                	 	
                  
                    Current WRT Loan

                  

                  
                    Amount

                  

                	 	 	
                  
                    Current Class A Member

                  

                  
                    Amount

                  

                	 
	
                  
                    1

                  

                	 	
                  
                    Marc
      29 E. Madison LLC

                  

                	 	$	6,514,611	 	 	$	6,780,513	 
	
                  
                    2

                  

                	 	
                  
                    Marc
      Michigan 30 LLC

                  

                	 	$	5,527,314	 	 	$	5,752,919	 
	
                  
                    3

                  

                	 	
                  
                    Marc
      8 S. Michigan LLC

                  

                	 	$	5,207,142	 	 	$	5,419,678	 
	
                  
                    4

                  

                	 	
                  
                    Marc
      Brooks Building LLC

                  

                	 	$	5,506,716	 	 	$	5,731,480	 
	
                  
                    5

                  

                	 	
                  
                    Marc
      11 E. Adams LLC

                  

                	 	$	2,731,870	 	 	$	3,965,359	 
	
                  
                    6

                  

                	 	
                  
                    Marc
      River Road LLC

                  

                	 	$	3,313,962	 	 	$	3,449,226	 
	
                  
                    7

                  

                	 	
                  
                    Marc
      Highpoint Plaza LLC

                  

                	 	$	4,904,869	 	 	$	5,105,068	 
	
                  
                    8

                  

                	 	
                  
                    Marc
      Euclid Center LLC

                  

                	 	$	1,254,181	 	 	$	1,305,372	 
	
                  
                    9

                  

                	 	
                  
                    Marc
      1701 E. Woodfield Road LLC

                  

                	 	$	3,278,342	 	 	$	3,995,334	 
	
                  
                    10

                  

                	 	
                  
                    Marc
      Salt Creek LLC

                  

                	 	$	434,369	 	 	$	452,098	 
	
                  
                    11

                  

                	 	
                  
                    Marc
      3701 Algonquin Road LLC

                  

                	 	$	1,857,520	 	 	$	1,238,347	 
	
                  
                    12

                  

                	 	
                  
                    North
      Star Trust Company, not personally but as Trustee under the provisions of
      that certain Trust Agreement dated December 30, 2004, and known as Trust
      Number 04-7869 (the “Trust”)

                  

                	 	$	1,600,127	 	 	$	1,066,751	 
	
                  
                    13

                  

                	 	
                  
                    WRT-Marc
      180 North Wacker LLC

                  

                	 	$	1,050,000	 	 	$	1,050,000	 
	
                  
                    15

                  

                	 	
                  
                    Ridgebrook

                  

                	 	$	1,483,525	 	 	$	1,000,229	 
	
                  
                    16

                  

                	 	
                  
                    Marc
      2860 River LLC

                  

                	 	$	360,000	 	 	$	240,000	 


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
2

    


    SCHEDULE
2 ENTITIES

    AS OF APRIL 30, 2009

    


    
      
        
          	 
      	 	
                  
                    Marc Borrower

                  

                	 	
                  
                    WRT Loan Amount

                  

                	 	 	
                  
                    WRT TI/Cap Ex Loan Amount

                  

                	 
	
                  
                    8

                  

                	 	
                  
                    Marc
      Euclid Center LLC

                  

                	 	$	1,254,181	 	 	$	527,480	 
	
                  
                    13

                  

                	 	
                  
                    WRT-Marc
      180 North Wacker LLC

                  

                	 	$	1,050,000	 	 	 	-	 
	
                  
                    16

                  

                	 	
                  
                    Marc
      2860 River LLC

                  

                	 	$	360,000	 	 	$	690,622	 


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
2A

    


    8750
STONY ISLAND LLC


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
3

    


    SCHEDULE
3 ENTITIES

    AS OF JULY 1, 2009

    


    
      
        	 
      	 	
                
                  Marc Borrower

                

              	 	
                
                  TI/Cap Ex Loan

                

                
                  Transfer Amount

                

              	 	 	
                
                  Post Transfer TI/Cap

                

                
                  Ex Loan Amount-NW

                

              	 	 	
                
                  Post Transfer TI/Cap Ex

                

                
                  Loan Amount-WRT

                

              	 	 	
                
                  New Class A

                

                
                  Member Amount

                

              	 
	
                
                  11

                

              	 	
                
                  Marc
      3701 Algonquin Road LLC

                

              	 	$	259,986.56	 	 	$	1,474,128.52	 	 	$	1,474,128.52	 	 	$	1,857,520	 
	
                
                  12

                

              	 	
                
                  The
      Trust - 2205-2255 Enterprise Dr.

                

              	 	$	296,309.72	 	 	$	1,907,195.55	 	 	$	1,907,195.55	 	 	$	1,600,127	 
	
                
                  15

                

              	 	
                
                  Ridgebrook

                

              	 	$	128,099.10	 	 	$	640,495.48	 	 	$	640,495.48	 	 	$	1,483,525	 


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
4

    


    SCHEDULE
4 ENTITIES

    AS OF JULY 1, 2009

    


    
      
        
          	 
      	 	
                  
                    Marc Borrower

                  

                	 	
                  
                    Additional Advance

                  

                	 	 	
                  
                    Class A Member Amount

                  

                	 	 	
                  
                    WRT Loan Amount

                  

                	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 
	
                  
                    1

                  

                	 	
                  
                    Marc
      29 E. Madison LLC

                  

                	 	$	132,951.00	 	 	$	6,647,562.00	 	 	$	6,647,562.00	 
	
                  
                    2

                  

                	 	
                  
                    Marc
      Michigan 30 LLC

                  

                	 	$	112,802.33	 	 	$	5,640,116.50	 	 	$	5,640,116.50	 
	
                  
                    3

                  

                	 	
                  
                    Marc
      8 S. Michigan LLC

                  

                	 	$	106,268.20	 	 	$	5,313,410.00	 	 	$	5,313,410.00	 
	
                  
                    4

                  

                	 	
                  
                    Marc
      Brooks Building LLC

                  

                	 	$	112,381.96	 	 	$	5,619,098.00	 	 	$	5,619,098.00	 
	
                  
                    5

                  

                	 	
                  
                    Marc
      11 E. Adams LLC

                  

                	 	$	-	 	 	$	3,965,359.00	 	 	$	2,731,870.00	 


        

      

    

    


    
      
        
          	 
      	 	
                  
                    Marc Borrower

                  

                	 	
                  
                    TI/Cap Ex Loan

                  

                  
                    Transfer Amount

                  

                	 	 	
                  
                    Post Transfer TI/Cap

                  

                  
                    Ex Loan Amount-NW

                  

                	 	 	
                  
                    Post Transfer TI/Cap Ex

                  

                  
                    Loan Amount-WRT

                  

                	 
	
                  
                    1

                  

                	 	
                  
                    Marc
      29 E. Madison LLC

                  

                	 	$	11,854,47	 	 	$	592,722.85	 	 	$	592,722.85	 
	
                  
                    2

                  

                	 	
                  
                    Marc
      Michigan 30 LLC

                  

                	 	$	107,401.32	 	 	$	5,370,066.19	 	 	$	5,370,066.19	 
	
                  
                    3

                  

                	 	
                  
                    Marc
      8 S. Michigan LLC

                  

                	 	$	29,747.52	 	 	$	1,487,376.06	 	 	$	1,487,376.06	 
	
                  
                    4

                  

                	 	
                  
                    Marc
      Brooks Building LLC

                  

                	 	$	25,096.84	 	 	$	1,254,842.21	 	 	$	1,254,842.21	 
	
                  
                    5

                  

                	 	
                  
                    Marc
      11 E. Adams LLC

                  

                	 	$	-	 	 	$	-	 	 	$	-	 


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
5

    


    SCHEDULE
5 ENTITIES

    AS OF JULY 1, 2009

    


    
      
        	 
      	 	
                
                  Marc Borrower

                

              	 	
                
                  Additional Loan Advance

                

              	 	 	
                
                  New WRT Loan Amount

                

              	 	 	
                
                  Class A Member Amount

                

              	 
	
                
                  6

                

              	 	
                
                  Marc
      River Road LLC

                

              	 	$	135,264	 	 	$	3,449,226	 	 	$	3,449,226	 
	
                
                  7

                

              	 	
                
                  Marc
      Highpoint Plaza LLC

                

              	 	$	200,199	 	 	$	5,105,068	 	 	$	5,105,068	 
	
                
                  9

                

              	 	
                
                  Marc
      1701 E. Woodfield Road LLC

                

              	 	$	133,810	 	 	$	3,412,152	 	 	$	3,995,334	 
	
                
                  10

                

              	 	
                
                  Marc
      Salt Creek LLC

                

              	 	$	17,729	 	 	$	452,098	 	 	$	452,098	 


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
6

    


    TI/CAP EX
LOANS

    


    
      
        
          	 
      	 	
                  
                    Marc Borrower

                  

                	 	
                  
                    Existing TI/Cap Ex Loans

                  

                	 	 	
                  
                    New TI/Cap Ex Loans

                  

                	 
	 
      	 	 
      	 	
                  
                    WRT Lender

                  

                	 	 	
                  
                    NW

                  

                	 	 	
                  
                    WRT Lender

                  

                	 	 	
                  
                    NW

                  

                	 
	
                  
                    1

                  

                	 	
                  
                    Marc
      29 E. Madison LLC

                  

                	 	$	592,722.85	 	 	$	592,722.85	 	 	 	 	 	 	 
	
                  
                    2

                  

                	 	
                  
                    Marc
      Michigan 30 LLC

                  

                	 	$	5,370,066.19	 	 	$	5,370,066.19	 	 	$	66,745.47	 	 	$	69,469.78	 
	
                  
                    3

                  

                	 	
                  
                    Marc
      8 S. Michigan LLC

                  

                	 	$	1,487,376.06	 	 	$	1,487,376.06	 	 	$	-	 	 	$	-	 
	
                  
                    4

                  

                	 	
                  
                    Marc
      Brooks Building LLC

                  

                	 	$	1,254,842.21	 	 	$	1,254,842.21	 	 	$	230,881.45	 	 	$	240,305.18	 
	
                  
                    5

                  

                	 	
                  
                    Marc
      11 E. Adams LLC

                  

                	 	$	-	 	 	$	-	 	 	$	-	 	 	$	-	 
	
                  
                    6

                  

                	 	
                  
                    Marc
      River Road LLC

                  

                	 	$	578,678	 	 	$	602,298	 	 	$	-	 	 	$	-	 
	
                  
                    7

                  

                	 	
                  
                    Marc
      Highpoint Plaza LLC

                  

                	 	$	711,097	 	 	$	740,121	 	 	$	29,400.01	 	 	$	30,599.99	 
	
                  
                    9

                  

                	 	
                  
                    Marc
      1701 E. Woodfield Road LLC

                  

                	 	$	617,994	 	 	$	643,219	 	 	$	79,281.43	 	 	$	82,517.43	 
	
                  
                    10

                  

                	 	
                  
                    Marc
      Salt Creek LLC

                  

                	 	$	1,170,355	 	 	$	1,218,124	 	 	$	33,498.95	 	 	$	34,866.25	 
	
                  
                    11

                  

                	 	
                  
                    Marc
      3701 Algonquin Road LLC

                  

                	 	$	1,474,128.52	 	 	$	1,474,128.52	 	 	$	14,211.56	 	 	$	9,474.37	 
	
                  
                    12

                  

                	 	
                  
                    The
      Trust 2205-2255 Enterprise D

                  

                	 	$	1,907,195.55	 	 	$	1,907,195.55	 	 	$	159,000.00	 	 	$	106,000.00	 
	
                  
                    15

                  

                	 	
                  
                    900
      Ridgebrook LLC

                  

                	 	$	640,496	 	 	$	640,495	 	 	 	 	 	 	 	 	 


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
7

    


    MANAGEMENT
AGREEMENTS

    


    
      
        
          	
                  
                    1

                  

                	
                  
                    Marc
      29 E. Madison LLC

                  

                	 	
                  
                    April
      19, 2015

                  

                
	
                  
                    2

                  

                	
                  
                    Marc
      Michigan 30 LLC

                  

                	 	
                  
                    April
      19, 2015

                  

                
	
                  
                    3

                  

                	
                  
                    Marc
      8 S. Michigan LLC

                  

                	 	
                  
                    April
      19, 2015

                  

                
	
                  
                    4

                  

                	
                  
                    Marc
      Brooks Building LLC

                  

                	 	
                  
                    April
      19, 2015

                  

                
	
                  
                    5

                  

                	
                  
                    Marc
      11 E. Adams LLC

                  

                	 	
                  
                    April
      19, 2015

                  

                
	
                  
                    6

                  

                	
                  
                    Marc
      River Road LLC

                  

                	 	
                  
                    April
      19, 2015

                  

                
	
                  
                    7

                  

                	
                  
                    Marc
      Highpoint Plaza LLC

                  

                	 	
                  
                    April
      19, 2015

                  

                
	
                  
                    9

                  

                	
                  
                    Marc
      1701 E. Woodfield Road LLC

                  

                	 	
                  
                    April
      19, 2015

                  

                
	
                  
                    10

                  

                	
                  
                    Marc
      Salt Creek LLC

                  

                	 	
                  
                    April
      19, 2015

                  

                
	
                  
                    11

                  

                	
                  
                    Marc
      3701 Algonquin Road LLC

                  

                	 	
                  
                    April
      25, 2015

                  

                
	
                  
                    12

                  

                	
                  
                    North
      Star Trust Company, not personally but as Trustee under the provisions of
      that certain Trust Agreement dated December 30, 2004, and known as Trust
      Number 04-7869 (the “Trust”)

                  

                	 	
                  
                    December
      31, 2014

                  

                
	
                  
                    15

                  

                	
                  
                    Ridgebrook

                  

                	 	
                  
                    December
      31, 2015

                  

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
8

    


    OTHER
PROPERTIES

    


    180 N. Wacker, Chicago,
Illinois

    900-910
Skokie Boulevard, Northbrook, Illinois

    2860 River Road, Chicago,
Illinois

    180 N. Michigan, Chicago,
Illinois

    800 South Wells, Chicago,
Illinois

    One East Erie, Chicago,
Illinois


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

    


    WATERFALL

    


    Operating Cash
Flow

     

    
      
        	
                 
      

              	
                1.

              	
                Pre-Conversion1

              


      

    

     

    First, to
all amounts then due on a Senior Loan;

     

    Second,
to the Guarantors in an amount necessary to pay any accrued guaranty
fee;

     

    Third, to
the payment of accrued interest on any Unfunded TI/Cap Ex Loans, pro rata at the
12% rate;

     

    Fourth,
to the payment of accrued interest on the New TI/Cap Ex Loans pro rata to each
of the lenders thereof;

     

    Fifth, to
the payment of accrued interest on the Existing TI/Cap Ex Loans pro rata to each
of the lenders thereof;

     

    Sixth, to
the payment of accrued interest on the WRT Loan and accrued return on the Class
A Member Amount pro rata based on principal balance of WRT Loan and the Class A
Member Amount;

     

    Seventh,
to the payment of principal on Unfunded TI/Cap Ex Loans pro rata to each of the
lender thereof;

     

    Eighth,
to the payment of principal on the New TI/Cap Ex Loans pro rata to each of the
lenders thereof;

     

    Ninth, to
the payment of principal on the Existing TI/Cap Ex Loans pro rata to each of the
lenders thereof;

     

    Thereafter,
to the Class A Members (to be allocated among them based on their respective
Percentage Interests) and to the Class B Member, pro rata, based on their
respective interests.  For purposes hereof, (i) the Class A Members’
aggregate interest shall be deemed to equal, expressed as a percentage, a
fraction, the numerator of which is the Class A Member Amount and the
denominator of which is the sum of the Class A Member Amount and the principal
balance of WRT Loan and (ii) the Class B Member’s aggregate interest shall be
deemed to equal, expressed as a percentage, a fraction, the numerator of which
is the principal balance of the WRT Loan and the denominator of which is the sum
of the Class A Member Amount and the principal balance of the WRT
Loan.

    

      
        


    

    
      1 Any
reference to Unfunded TI/Cap Ex Loans or New TI/Cap Ex Loans shall include any
Covered Loan made from and after July 1, 2009

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                 
      

              	
                2.

              	
                Post-Conversion to
      Preferred Equity1

              


      

    

     

    First, to
all amounts then due on a Senior Loan;

     

    Second,
to the Guarantors in an amount necessary to pay any accrued guaranty
fee;

     

    Third,
payment of accrued interest on any Unfunded TI/Cap Ex Loans, pro rata at the 12%
rate;

     

    Fourth,
to the payment of accrued interest on the New TI/Cap Ex Loans pro rata to each
of the lenders thereof;

     

    Fifth, to
the payment of accrued interest on the Existing TI/Cap Ex Loans pro rata to each
of the lenders thereof;

     

    Sixth, to
the MARC Members until they have received an aggregate amount equal to the MARC
Shortfall in accordance with their respective Percentage Interests;

     

    Seventh,
to the payment of principal on Unfunded TI/Cap Ex Loans pro rata to each of the
lender thereof;

     

    Eighth,
to the payment of principal on the New TI/Cap Ex Loans pro rata to each of the
lenders thereof;

     

    Ninth, to
the payment of principal on the Existing TI/Cap Ex Loans pro rata to each of the
lenders thereof;

     

    Tenth, to
the Members in accordance with their respective Percentage
Interests.

    


    Capital
Proceeds1

     

    
      	
               
      

            	
              1.

            	
              Pre-Conversion

            


    

     

    First, to
all amounts then due on a Senior Loan;

     

    Second,
to the Guarantors in an amount necessary to pay any accrued guaranty
fee;

     

    Third, in
an amount sufficient to fully satisfy all amounts due on any outstanding
Unfunded TI/Cap Ex Loans1 pro rata
to the lenders thereof or to the sole lender thereof which shall be applied
first to accrued and unpaid interest and then to principal together with an
amount, to the extent required, to provide the sole lender of any Unfunded
TI/Cap Ex Loan with its 15% return thereon;

    

      


    
      1 Any
reference to Unfunded TI/Cap Ex Loans or New TI/Cap Ex Loans shall include any
Covered Loan made from and after July 1, 2009

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Fourth,
to the payment of accrued interest first and then principal on the New TI/Cap Ex
Loans pro rata to each of the lenders thereof;

     

    Fifth, to
the payment of accrued interest and principal on the Existing TI/Cap Ex Loans
pro rata to each of the lenders thereof

     

    Sixth, to
the payment of unpaid interest on the WRT Loan and the unpaid return on the
Class A Member Amount pro rata until such amounts are reduced to
zero;

     

    Seventh,
either (x) if such Capital Proceeds are derived from a financing or refinancing,
to the payment of principal of the WRT Loan and the unpaid Class A Member Amount
pro rata until such amounts are reduced to zero or (y) if such Capital Proceeds
are derived from a sale or other disposition of the Property, to the payment of
principal of the WRT Loan until is reduced to zero and then to the payment of
the unpaid Class A Member Amount until it is reduced to zero;

     

    Eighth,
to the Marc Members until it receives the Marc Shortfall;

     

    Thereafter,
55% to the Class A Members (to be allocated among them based on their respective
Percentage Interests) and 45% to the Class B Member

     

    2.           Post-Conversion to Preferred
Equity1

     

    First, to
all amounts then due on a Senior Loan;

     

    Second,
to the Guarantors in an amount necessary to pay any accrued guaranty
fee;

     

    Third, in
an amount sufficient to fully satisfy all amounts due on any outstanding
Unfunded TI/Cap Ex Loans pro rata to the lenders thereof or to the sole lender
thereof which shall be applied first to accrued and unpaid interest and then to
principal together with an amount, to the extent required, to provide the sole
lender of any Unfunded TI/Cap Ex Loan with its 15% return thereon;

     

    Fourth,
to the payment of accrued interest first and then principal on the New TI/Cap Ex
Loans pro rata to each of the lenders thereof;

     

    Fifth, to
the payment of accrued interest first and then principal on the Existing TI/Cap
Ex Loans pro rata to each of the lenders thereof;

    

      


    
      1 Any
reference to Unfunded TI/Cap Ex Loans or New TI/Cap Ex Loans shall include any
Covered Loan made from and after July 1, 2009.

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Sixth, to
the Class B Member and the Marc Members pro rata until such time as they have
received an overall return from and after July 1, 2009 of 9% on their capital
contributions;

     

    Seventh,
either (x) if such Capital Proceeds are derived from a financing or refinancing,
to the Class B Member and the Class A Member pro rata until their capital
contributions are reduced to zero or (y) if such Capital Proceeds are derived
from a sale or other disposition of the Property, to the Class B Member until
its capital account is reduced to zero and then to the Marc Members (to be
allocated among them based on their respective Percentage Interests) until their
capital accounts are reduced to zero;

     

    Eighth,
to the Marc Members until it receives the Marc Shortfall;

     

    Thereafter,
55% to the Marc Members (to be allocated among them based on their respective
Percentage Interests) and 45% to the Class B Member.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

    


    COMMON
EQUITY CONVERSION WATERFALL

    


    Operating
Cash Flow1

     

    First, to
all amounts then due on a Senior Loan;

     

    Second,
to the Guarantors in an amount necessary to pay any accrued guaranty
fee;

     

    Third,
payment of accrued interest on any Unfunded TI/Cap Ex Loans, pro rata at the 12%
rate;

     

    Fourth,
to the payment of accrued interest on the New TI/Cap Ex Loans pro rata to each
of the lenders thereof;

     

    Fifth, to
the payment of accrued interest on the Existing TI/Cap Ex Loans pro rata to each
of the lenders thereof;

     

    Sixth, to
the MARC Members until they have received an aggregate amount equal to the MARC
Shortfall in accordance with their respective Percentage Interests;

     

    Seventh,
to the payment of principal on Unfunded TI/Cap Ex Loans pro rata to each of the
lender thereof;

     

    Eighth,
to the payment of principal on the New TI/Cap Ex Loans pro rata to each of the
lenders thereof;

     

    Ninth, to
the payment of principal on the Existing TI/Cap Ex Loans pro rata to each of the
lenders thereof;

     

    Tenth, to
the Members in accordance with their respective Percentage
Interests.

     

    Capital
Proceeds 1

     

    First, to
all amounts then due on a Senior Loan;

     

    Second,
to the Guarantors in an amount necessary to pay any accrued guaranty
fee;

     

    
      


    
      1 Any
reference to Unfunded TI/Cap Ex Loans or New TI/Cap Ex Loans shall include any
Covered Loan made from and after July 1, 2009.

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Third,  in
an amount sufficient to fully satisfy all amounts due on any outstanding
Unfunded TI/Cap Ex Loans pro rata to the lenders thereof or to the sole lender
thereof which shall be applied first to accrued and unpaid interest and then to
principal together with an amount, to the extent required, to provide the sole
lender of any Unfunded TI/Cap Ex Loan with its 15% return thereon;

     

    Fourth,
to the payment of accrued interest first and then principal on the New TI/Cap Ex
Loans pro rata to each of the lenders thereof;

     

    Fifth, to
the payment of accrued interest first and then principal on the Existing TI/Cap
Ex Loans pro rata to each of the lenders thereof;

     

    Sixth, to
the Class B Member and the Marc Members pro rata until such time as they have
received an overall return from and after July 1, 2009 of 9% on their capital
contributions;

     

    Seventh,
to the Class B Member and the Class A Member pro rata until their capital
contributions are reduced to zero;

     

    Eighth,
to the Marc Members until it receives the Marc Shortfall;

     

    Thereafter,
55% to the Marc Members (to be allocated among them based on their respective
Percentage Interests) and 45% to the Class B Member.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Exhibit
C

    


    ACCOUNTING
PROVISION

    


    The
Manager/Managing Member shall cause to be provided to WRT by no later than the
11th
day of each month, or if such day is not a Business Day, the next succeeding
Business Day, monthly financial information relating to the Property which shall
include (i) electronic and paper copies of a detailed general ledger and trial
balance and (ii) paper copies of a balance sheet, income statement, statement of
cash flow and supporting schedules for each including bank statements with
reconciliations, fixed asset schedules with depreciation (BNA), CIP support,
detailed A/R schedule with explanations for outstanding amounts, prepaid expense
schedules, deferred lease and mortgage cost schedules with amortization (BNA),
other assets support (if applicable), mortgage statement from lender, system
generated open payables listing, accrued expense schedule, security deposit
reconciliation, real estate taxes prepaid and accrued, other liabilities support
(if applicable) and capital transaction support (if applicable) (collectively,
the “Monthly Financial Package”).  In addition Manager shall provide
to WRT on a timely basis such other information as WRT shall reasonably request
in order for WRT to satisfy its filing obligations with the Securities and
Exchange Commission on a timely basis.  Manager and WRT acknowledge
that that monthly financial package provided by Manager or its Affiliate for the
month of May 2009 with respect to the property located at 800 South Wells,
Chicago, Illinois contains the information required for the Monthly Financial
Package.

    


    If
Manager/Managing Member fails to provide the Monthly Financial Package in form
and substance required above and the Manager/Managing Member fails to satisfy
such deficiency within two Business Days of written notice from WRT, WRT shall
have the right to immediately cause such person or persons as it deems necessary
to review the financial reports of the applicable Marc Borrower (the “Initial
Reviewers”), which Initial Reviewers shall assist the Manager/Managing Member
with the preparation of the current and all subsequent Monthly Financial
Packages until the Manager/Managing Member retains such person or persons (the
“Permanent Employees”) with such experience as WRT deems necessary to timely
provide the Monthly Financial Package in form and substance required by the
terms hereof, which retention of such person or persons shall be subject to the
consent of WRT which shall not be unreasonably withheld.

    


    All
remuneration, costs, reimbursements, perquisites and other expenses of the
Initial Reviewers and the Permanent Employees shall borne solely by the
Manager/Managing Member.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
D

    


    1.     
      Sections 9.1.1 and 9.1.2 of each Loan
Agreement shall be deemed deleted in their entirety and the following
substituted in place:

    


    Section
9.1.1 – Failure to
Apply Operating Cash Flow and Capital Proceeds.  The failure by
the Borrower to apply Operating Cash Flow and Capital Proceeds in accordance
with the provisions of the Loan Agreement.

    


    Section
9.1.2.    Intentionally
Deleted.

    


    2.           Article
10 of each Loan Agreement shall be deemed deleted and the following substituted
in lieu thereof:

    


    10.1     Remedies.  Upon
the occurrence and during the continuance of an Event of Default, whether or not
the indebtedness evidenced by the Loan Note and secured by the Security
Documents shall be due and payable or the First Union Lender shall have
instituted any foreclosure or other action for the enforcement of the Security
Documents or the Loan Note and in lieu of any other remedies available to the
First Union Lender, the First Union Lender shall have the following
remedies:

    


    10.1.1     Accelerate
Debt.  So long as the Event of Default is due to a default
under Sections
9.1.1, 9.1.7 or a default
caused by a breach of Sections 7.11, 8.6 or 8.18, secured by the
applicable Security Documents immediately due and payable (provided that in the
case of a voluntary petition in bankruptcy or an involuntary petition in
bankruptcy (after expiration of the grace period, if any, set forth in Section 9.1.7), such
acceleration shall be automatic).

    


    10.1.2     Pursue
Remedies.  So long as the Event of Default is due to a default
under Sections
9.1.1, 9.1.7 or default
caused by a breach of Sections 7.11, 8.6 or 8.18, the First Union
Lender's sole remedies against the Borrower shall be those provided for under
the Pledge Agreement or to pursue a civil action for monetary
damages.

    


    10.1.3     Monetary
Damages.  With respect to an Event of Default under any Section
other than (i) Sections 9.1.1, 9.1.7 or (ii) a
default caused by a breach of Sections 7.11, 8.6 or 8.18, then the First
Union Lender's sole remedy shall be to bring a civil action for monetary
damages.

    


    10.2       Written
Waivers.  If a Default or an Event of Default is waived by the
First Union Lender, in its sole discretion, pursuant to a specific written
instrument executed by an authorized officer of the First Union Lender, the
Default or Event of Default so waived shall be deemed to have never
occurred."