8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 1, 2008

LEXINGTON REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland	1-12386	13-3717318
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

THE LEXINGTON MASTER LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware	0-50268	11-3636084
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Penn Plaza, Suite 4015, New York, New York	10119-4015
(Address of Principal Executive Offices)	(Zip Code)

(212) 692-7200

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

___ Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 2, 2008, The Lexington Master Limited Partnership (the “Partnership”), an operating partnership subsidiary of Lexington Realty Trust (the “Trust”), and WRT Realty L.P. (“WRT”), an operating partnership subsidiary of Winthrop Realty Trust (“Winthrop”) formed a jointly owned subsidiary, Lex-Win Concord LLC (“Lex-Win”), and the Partnership and WRT each contributed to Lex-Win all of their right, title and interest in Concord Debt Holdings LLC (“Concord”) and WRP Management LLC (“WRP Management”), the entity that provides collateral management and asset management services to Concord and its existing CDO.

Second Amended and Restated Limited Liability Company Agreement of Concord

Immediately following the contribution described above, Lex-Win, as managing member, and Inland American (Concord) Sub LLC (“Inland”), a wholly-owned subsidiary of Inland American Real Estate Trust, Inc., as a preferred member, entered into the Second Amended and Restated Limited Liability Company Agreement (the “Amended Concord Agreement”) of Concord.

Capital Contributions

The Amended Concord Agreement provides for a $100.0 million capital commitment by Inland to Concord during the period ending on the earlier of (i) 12 months if $65.0 million of capital contributions is not called from Inland during the first 12 month period, (ii) 18 months or (iii) at Inland’s election, the date on which neither Michael L. Ashner nor Peter Braverman (respectively, the Chief Executive Officer and President of Winthrop) is a member of Concord’s advisory committee (see “Governance” below).  Inland’s capital contributions may be used by Concord, without Inland’s consent, for the acquisition of loan assets meeting certain criteria and, with Inland’s consent, to meet margin calls or for senior loans and sidecar investments. Lex-Win is obligated to make additional capital contributions to Concord of up to $75.0 million (“Lex-Win Preferred Capital”) only if such capital contributions are necessary to (i) meet a margin call if Inland elects not to make a capital contribution with respect to such margin call, (ii) retire short term debt (non-match funded debt with a maturity of less than one year or 18 months with extensions and 15% of match funded debt with a maturity of less than one year with extensions) so that short term debt does not exceed the greater of (x) $750.0 million or 120% of total equity contributed and committed (the “Short Term Debt Limit”), or (iii) retire debt so that Concord’s total debt to total assets is not greater than 75% (the “Total Debt Limit”).

Distributions

As described in more detail below, Inland receives a 10% priority return on unreturned capital contributions from operating cash flow and capital proceeds (subject to certain increases in the Inland priority return in the event of certain default events by Lex-Win), and Lex-Win receives a priority return from capital proceeds until its unreturned capital contributions are reduced to $200 million (currently $325 million) or, if Inland is no longer obligated to make preferred capital contributions, the greater of (i) $100 million and (ii) 200% of Inland’s unreturned preferred capital contribution.

Operating cash flow is distributed (i) first, to Lex-Win until it receives its unreturned Lex-Win Preferred Capital plus the applicable return on its Lex-Win Preferred Capital, generally equal to

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the rate on the debt related to the margin call being satisfied or the debt being retired by such Lex-Win Preferred Capital; provided, that if such additional capital contribution is not returned within 12 months, such rate is reduced by 50 basis points, (ii) second, to Inland until it receives a 10% preferred return on its unreturned capital contributions (subject to certain increases in the Inland priority return in the event of certain default events by Lex-Win), (iii) third, to Lex-Win until it receives a 10% return on its unreturned capital contributions, and (iv) thereafter, pari passu between Lex-Win and Inland in accordance with unreturned capital contributions, except that Lex-Win will receive, as a promoted interest, 30% of the amount that Inland would otherwise be entitled to receive, or if all unreturned capital contributions have been reduced to zero, distributions will be made 76 2/3% to Lex-Win and 23 1/3% to Inland.

Capital proceeds are distributed (i) first, to Lex-Win until it receives the applicable return on its Lex-Win Preferred Capital plus a return of its Lex-Win Preferred Capital, (ii) second, to the extent not paid from cash flow, to Inland until it receives a 10% preferred return on its unreturned capital contributions, (iii) third, to Lex-Win until its existing unreturned capital contribution is reduced to $200 million (currently $325 million) or, if Inland is no longer obligated to make capital contributions, the greater of (i) $100 million and (ii) 200% of Inland’s unreturned  capital contribution, (iv) fourth, to Inland until it receives a return of its unreturned capital contributions, (v) fifth, to the extent not paid from cash flow, to Lex-Win until it receives a 10% preferred return on its unreturned capital contributions, (vi) sixth, to Lex-Win until it receives a return of its unreturned capital, and (vii) thereafter, 76 2/3% to Lex-Win and 23 1/3% to Inland.

Governance

Lex-Win generally has discretion to make investments in loan assets meeting certain criteria, except that Inland’s consent and the approval of an advisory committee are required for certain actions.  The advisory committee will consist of two members appointed by Inland and two members appointed by Lex-Win (one from each of the Partnership and WRT); provided that either Michael L. Ashner or Peter Braverman need to be a member of the Advisory Committee at all times, and, if not, then Inland will not be required to make any further capital contributions and Concord is not permitted to make any investments in loan assets or sidecar entities without Inland’s consent.  If this were to occur, Lex-Win and its affiliates (including the Trust and the Partnership) would, however, be entitled to invest in loan assets or sidecar entities directly six months thereafter.

Management Fees

Lex-Win or its designee will be entitled to (i) an annual base management fee equal to 100 basis points of the total unreturned capital contributions made by Lex-Win and Inland to Concord, which fee will be paid quarterly and reduced by any payments made by Concord’s existing CDO to WRP Management, (ii) origination fees equal to 27.5 basis points of the gross purchase price of any loan asset acquired by Concord, and (iii) securitization fees equal to 7.5 basis points of the gross value of a securitized entity established by Concord, but not to exceed $300,000.

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Exclusivity

Lex-Win and its affiliates (including the Trust and the Partnership) will have the obligation to offer all loan assets meeting the investment criteria to Concord, subject to certain exceptions, including if such loan assets are related to existing assets owned by Lex-Win or its affiliates, or if the Trust acquires, directly or indirectly, a company currently in the business of originating and/or acquiring loan assets.

Redemptions

Inland will have the right at any time after the earlier of a default event by Lex-Win or the fifth anniversary of the date of the Amended Concord Agreement to have its interest in Concord redeemed for a redemption price approximating the fair market value of Inland’s interests in Concord at the time.  In addition, Lex-Win will have the right to redeem Inland’s interest in Concord after such fifth anniversary, provided that Inland can elect to retain its interest in Concord, in which case (i) the redemption will be null and void and (ii) Inland will no longer have the right to request a redemption.

Removal of Manager

Following a default event by Lex-Win, Inland will have the right to remove Lex-Win as the managing member and appoint a new managing member, in which event Lex-Win would no longer be permitted to receive its promoted interest or to receive any of the fees described above.  In addition, following a default event by Lex-Win, Inland will have the right to sell assets of Concord or liquidate Concord without Lex-Win’s consent.

Transfers

Transfers of interests are generally prohibited except certain transfers, including transfers (i) to affiliates of members, (ii) transfers between the members of Lex-Win, (iii) transfers of interests in Lex-Win so long as either the Partnership or WRT continues to control Lex-Win, and (iv) transfers of interests in Inland so long as the Inland Real Estate Group of Companies continues to control Inland. Following a default event, Inland will have the right to remove Lex-Win as the managing member in which event Lex-Win would no longer be permitted to receive its promoted interest or to receive any of the fees described above.  In addition, following a default event, Inland will have the right to sell assets or liquidate without Lex-Win’s consent.

The foregoing description is qualified in its entirety by reference to the Amended Concord Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Limited Liability Company Agreement of Lex-Win and Administration and Advisory Agreement

As disclosed above, on August 2, 2008, the Partnership and WRT have contributed all of their right, title and interest in Concord to Lex-Win pursuant to the Limited Liability Company Agreement of Lex-Win (the “Lex-Win Agreement”).

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Capital Contributions

Capital contributions will only be required to the extent required by Lex-Win under the Concord Agreement and will be made equally by the Partnership and WRT.

Distributions

Distributions of cash flow and capital proceeds will be distributed equally to the Partnership and WRT, unless a default event has occurred which was caused by the Partnership or WRT.  In such case, the non-defaulting member will receive from Lex-Win and the defaulting member the same returns it would have received under the Amended Concord Agreement and the Lex-Win Agreement had there not been a default and any shortfall will accrue at a default rate which will be payable by the defaulting member.

Governance

Lex-Win will be managed by the Partnership and WRT and certain accounting and auditing matters will be subject to the approval of an audit committee which will consist of two independent trustees (one appointed by each of the Partnership and WRT) and the CFO of each of the Trust and Winthrop.  WRP Sub-Management LLC (“WRP Sub”), an entity controlled and partially owned by Michael L. Ashner, the Trust’s former executive chairman, will act as the administrative manager of Lex-Win.  WRP Sub will be entitled to reimbursement of certain dedicated expenses.  On August 2, 2008, WRP Sub also entered into an Administration and Advisory Agreement with Lex-Win.

Winthrop will have discretion over certain actions by Lex-Win if the Trust, directly or indirectly (other than through Concord) pursues certain loan assets.

Management Fees

Pursuant to the Administration and Advisory Agreement, Lex-Win and WRP Management are obligated to pay to WRP Sub (i) reimbursement of indirect expenses in an amount equal to 5 basis points of the total unreturned capital of Concord, (ii) origination fees, approved in connection with the annual budget each year, and currently equal to 50 basis points of the gross value of any loan asset acquired by Concord and (iii) a reimbursement of all direct expenses of employees (other than loan originators) dedicated solely to the business of Concord.

Buy/Sell

The Lex-Win Agreement contains a buy/sell that may be exercised by any member at any time following the redemption of Inland’s preferred interest in Concord or expiration of Inland’s right to cause a redemption of its preferred interest in Concord.

Transfers

Transfers of interests are generally prohibited except transfers (x) to affiliates or other members, (y) of interests up to 30% of such member’s interest so long as the Trust or Winthrop, as the case may be, retains control of such member, (z) to a transferee that has provided evidence sufficient

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to the other member that such transferee has the financial capability to make capital contributions to Lex-Win equal to not less than 12.5% of Lex-Win’s total net asset value.

The foregoing description is qualified in its entirety by reference to the Lex-Win Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and the Administration and Advisory Agreement, which is attached as Exhibit 10.3 to this Current Report on Form 8-K.

Item 8.01.        Other Events.

On August 1, 2008, Concord announced a $50.4 million other than temporary impairment that it will recognize on its bond portfolio and a $2.2 million reserve on its loan portfolio for the second quarter of 2008.  As a result, the Trust and the Partnership will realize a loss from these charges in the second quarter of 2008 of approximately $13.8 million and $26.3 million, respectively.  The foregoing description is qualified in its entirety to the press release issued August 1, 2008, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On August 4, 2008, the Trust announced the transactions related to the Amended Concord Agreement and the Lex-Win Agreement described in Item 1.01 above.  The foregoing description is qualified in its entirety by reference to the press release issued August 4, 2008, which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01.        Financial Statements and Exhibits.

(d)         Exhibits

10.1	Amended Concord Agreement, dated as of August 2, 2008.
10.2	Lex-Win Agreement, dated as of August 2, 2008.
10.3	Administration and Advisory Agreement, dated as of August 2, 2008.
99.1	Press release issued August 1, 2008.
99.2	Press release issued August 4, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lexington Realty Trust
Date: August 4, 2008	By:  /s/ T. Wilson Eglin
		T. Wilson Eglin
		Chief Executive Officer

	The Lexington Master Limited Partnership
	By: Lex GP-1 Trust, its general partner
Date: August 4, 2008	By:  /s/ T. Wilson Eglin
		T. Wilson Eglin
		President

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Exhibit Index

10.1	Amended Concord Agreement, dated as of August 2, 2008.
10.2	Lex-Win Agreement, dated as of August 2, 2008.
10.3	Administration and Advisory Agreement, dated as of August 2, 2008.
99.1	Press release issued August 1, 2008.
99.2	Press release issued August 4, 2008.

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EX-10.1

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

CONCORD DEBT HOLDINGS LLC

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, made as of the 2nd day of August, 2008, by and among LEX-WIN CONCORD LLC, a Delaware limited liability company (“Lex-Win”), and INLAND AMERICAN (CONCORD) SUB, LLC, a Delaware limited liability company (“Inland”), and such other person or persons as may become parties to this Agreement by executing a counterpart hereof.

RECITALS:

WHEREAS, WRT Realty L.P. (“WRT”), The Lexington Master Limited Partnership (“MLP”) and WRP Management LLC (“WRP”) are party to that certain Amended and Restated Limited Liability Company Agreement of Concord Debt Holdings LLC, a Delaware limited liability company (the “Company”), dated as of September 21, 2007 (the “Original Agreement”);

WHEREAS, WRT and MLP are simultaneously herewith contributing their entire interest in the Company to Lex-Win and WRP is resigning as the administrative manager of the Company;

WHEREAS, Lex-Win and Inland desire to be admitted as members of the Company and, in connection therewith, Lex-Win and Inland desire to amend and restate the Original Agreement in its entirety;

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

ARTICLE I

CERTAIN DEFINITIONS

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

Act:  The Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.

Acquisition Entity: A Person that (i) has been in the business of originating and/or acquiring Loan Assets for more than two years at the date hereof and such business is established and past the development stage to the point that such Person competes for Loan Assets with the Company and (ii) has more than a de minimis amount of its assets as Loan Assets.

Additional Investor Notice:  As defined in Section 3.8(b) hereof.

Additional Member:  As defined in Section 3.8(a) hereof.

Advance Rate Paydowns:  Payments of margin calls or other payments required to satisfy amounts due on a Credit Facility other than interest payments and voluntary principal payments.

Advisory Committee:  As defined in Section 7.2 hereof.

Affiliate:  With respect to a specified Person, (i) a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person, (ii) any Person who is an officer, director, member or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, partner, member or trustee, or with respect to which the specified Person serves in a similar capacity, (iii) any Person who, directly or indirectly, is the beneficial owner of 25% or more of any class of equity securities of, or otherwise has a substantial beneficial interest in, the specified Person or of which the specified Person has a substantial beneficial interest and (iv) the spouse, issue, or parent of the specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, relation to individuals or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.  An Affiliate does not include a Person who is a partner in a partnership or joint venture with the Company or any other Member if such Person is not otherwise an Affiliate of the Company or any Member.

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

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

Capital Accounts:  The capital accounts of the Members maintained in accordance with Section 3.9 hereof.

Capital Call:  As defined in Section 3.5 hereof.

Capital Call Amount:  As defined in Section 3.5 hereof.

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Capital Contributions:  The capital contributions of the Members made to the Company pursuant to the terms of this Agreement excluding any Managing Member Preferred Capital.

Capital Percentages:  An amount for each Member, expressed as a percentage, equal to (i) such Member’s Unreturned Capital Contributions divided by (ii) the Unreturned Capital Contributions of all Members.

Capital Proceeds:  All amounts received by the Company not included as Cash Flow (excluding any contributions to capital) less any expenses incurred in connection with receiving such amounts.

Cash Flow:  All amounts received by the Company from (i) Loan Assets other than amounts attributable to payments of principal on the underlying Loan Asset, (ii), in the case of an REO Property, all amounts received from such REO Property commonly treated as operating revenue from real properties similar in nature to the REO Property, (iii) income from Equity Securities and (iv) income from Sidecar Investments, less, in all cases, (w) the operating expenses and general and administrative expenses of the Company, including fees payable pursuant to Article VI hereof, (x) interest expenses and scheduled principal repayments pursuant to any Credit Facility, (y) any distributions paid pursuant to Section 5.3 hereof and (z) such reserves as the Managing Member may establish pursuant to Section 5.1 hereof.

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

Commitment Period.  The period from the date hereof until the earlier of (i) the first anniversary of the date hereof if Capital Calls requiring the Initial Preferred Member to make total Capital Contributions, inclusive of the Initial Capital Contribution and the amount of any direct capital contributions by the Initial Preferred Member in a Sidecar Investment Entity, of at least $65,000,000 have not then been made or (ii) the eighteen month anniversary of the date hereof; provided, however, that the Commitment Period shall immediately expire on the date on which Lex-Win or its Affiliates (other than an Acquisition Entity) invests in a Sidecar Investment Entity independent of the Company or the Initial Preferred Member and such Sidecar Investment Entity requires that Lex-Win or such Affiliate offer any Loan Assets to such Sidecar Investment Entity prior to the earlier of clause (i) or (ii) hereof.

Common Members:  The Managing Member together with all such other Persons who are admitted as members of the Company in accordance with the terms of this Agreement and classified as “common members.”

Company:  Concord Debt Holdings LLC

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

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

Company Redemption Amount:  As defined in Section 10.1(c) hereof.

Control, controlled or controlling:  The possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

Credit Facility:  Each loan agreement, credit facility, term loan, match funded loan, repurchase agreement, warehouse line and other instruments pursuant to which the Company or an Investment Entity obtains financing.

Default Event:  The occurrence with respect to or by a Member of (a) a Bankruptcy, (b) a failure to perform its obligations hereunder in any material respect and the continuation of such failure beyond any applicable notice and/or cure period, (c) any attempted Transfer of its Company Interest, or any part thereof, that is not permitted hereunder, which shall include any attempted transfer by the Managing Member of its management rights except as explicitly permitted herein, (d) a dissolution of such Member, (e) entry of a final judgment or decree of a court or governmental agency having proper jurisdiction, declaring it or any of its then designees to the Advisory Committee guilty of a felony, fraud or wrongdoing in connection with any business activity, (f) a material misapplication by it or any Affiliate or subsidiary of funds of the Company or of any Investment Entity or Sidecar Investment Entity, (g) fraud or intentional misrepresentation by it with respect to the Company or its assets or (h) a breach by such Member (or in the case of the Managing Member, a breach by the Company) of any of its representations, warranties, covenants or other obligations set forth in the Preferred Interest Purchase Agreement.  For the avoidance of doubt and without limiting the forgoing, a Default Event shall also be deemed to have occurred with respect to the Managing Member if the Managing Member violates (or causes the Company to violate) the provisions of Section 3.3 (Initial Capital Contributions), Section 3.5 (Additional Capital Contributions), Section 3.6 (Special Common Member Capital Contributions), Section 7.4 (Special REIT Rules), Section 14.1 (Total Debt Covenant), Section 14.2 (Short Term Debt Covenant) and Section 14.4 (Sidecar Investments).

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

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Distribution Rate Step-Up:  An increase in the Initial Preferred Member Priority Return in the amount of (i) in the case of a Distribution Rate Step-Up made pursuant to Section 3.6, 1% per month for the first two months in which such Distribution Rate Step-Up is applicable and 2% per month thereafter, (ii) in the case of a Distribution Rate Step-Up made pursuant to Section 5.2(ii), 1% per month, (iii) in the case of a Distribution Rate Step-Up made pursuant to Section 14.1, 2% per month, and (iv) in the case of a Distribution Rate Step-Up made pursuant to Section 14.2, 2% per month; provided, however, in no event shall the aggregate Distribution Rate Step-Up exceed 4%; and provided, further, that immediately upon the Initial Preferred Member exercising its right under Section 7.6 hereof to remove the Managing Member, the Distribution Rate Step-Up shall be reduced to, and shall thereafter remain, at zero; provided further, that if Lex-Win or any of its Affiliates again becomes the Managing Member (or a successor entity serving a similar management function in the Company), the Distribution Rate Step-Up shall again apply pursuant to the provisions of the Agreement referenced in clauses (i) through (iv) above.

Equity Securities:  Common shares of a publicly-traded mortgage REIT.

Excluded Short Term Debt:  The sum of (i) 85% of Match Funded Debt which has a maturity of less than one year and (ii) 85% of the face value of all of the Company’s assets other than match funded assets that have a maturity date (after giving effect to extensions) of less than one year and which serve as collateral with respect to Credit Facilities with a maturity date of less than one year.

Fair Market Value: An amount (in cash) that a bona fide, willing buyer under no compulsion to buy and a bona fide, willing and unrelated seller under no compulsion to sell would pay and accept, respectively, for the purchase and sale of the applicable asset, taking into account any liens, restrictions and agreements then in effect and binding upon the asset or any successor owner thereof and any options, rights of first refusal or offer or other rights or options that either burden the asset or run to the benefit of the owner of the asset; provided, however, that in determining the Fair Market Value of any asset, none of the options, rights of first refusal or offer or other rights of the Members hereunder shall be taken into consideration.

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

Gross Asset Value:  With respect to any Company asset, the asset's adjusted basis for Federal income tax purposes, except that (1) the initial Gross Asset Value of any Company assets contributed shall equal their respective gross Fair Market Values (taking into account Section 7701(g) of the Code), (2) the Gross Asset Value of any Company asset distributed to any Member shall be the gross Fair Market Value of such asset on the date of distribution, as determined by the Managing Member, and (3) the Gross Asset Value of all Company assets shall be adjusted to equal their respective gross Fair Market Values (taking into account Section 7701(g) of the Code) in the case of adjustments pursuant to clauses (A), (B) or (C) of this definition, as determined by the Members, as of the following times:  (A) immediately before the acquisition of an additional Company Interest by any new or existing Member in exchange for more than a de minimis Capital Contribution; (B) immediately before the distribution by the Company to a Member of more than a de minimis amount of Company Assets as consideration for a Company Interest, in either case if

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the Managing Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members (as determined under this definition and Section 5.1); (C) immediately before the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); and (D) in connection with an election under Sections 734(b) or 743(b) of the Code, but only as provided in Regulations Section 1.704-1(b)(2)(iv)(m).  Following any contribution of assets or any adjustment to Gross Asset Value, the Gross Asset Value of the applicable assets shall be computed taking into account Depreciation.

Initial Capital Contribution:  For each Member, the amount set forth under the heading “Initial Capital Contribution” on Schedule 1 hereto.

Initial Preferred Member:  Inland.

Initial Preferred Member Fixed Charge Coverage Ratio:  The ratio of Cash Flow to Initial Preferred Member Fixed Charges.

Initial Preferred Member Fixed Charges:  The full amount of the Initial Preferred Member Priority Return for any month (whether fully paid, paid partially or unpaid).

Initial Preferred Member Priority Return:  An amount equal to a 10% per annum return, compounded annually, on the Initial Preferred Member’s Unreturned Capital Contributions, calculated on a daily basis in order to take account of changes from time to time in the amount of such Unreturned Capital Contributions, plus, when applicable, the Distribution Rate Step-Up.

Initial Preferred Member Redemption Amount:  As defined in Section 10.1(d) hereof.

Initial Redemption Payment:  As defined in Section 10.1(c) hereof.

Inland:  As defined in the Preamble.

Inland Real Estate Group of Companies:  The independent real estate and financial companies doing business under the name the Inland Group of Companies.

Investment Criteria:  The criteria set forth on Exhibit A hereto.

Investment Entities:  111 Debt Acquisition LLC, a Delaware limited liability company, 111 Debt Acquisition - Two LLC, a Delaware limited liability company, 111 Debt Acquisition-Putnam LLC, a Delaware limited liability company, 111 Debt Acquisition-Key LLC, a Delaware limited liability company, 111 Debt Acquisition-Three LLC, a Delaware limited liability company, 111 Debt Acquisition-UBS LLC, a Delaware limited liability company, 111 Debt Acquisition-Green Two LLC, a Delaware limited liability company, 111 Debt Acquisition MS LLC, a Delaware limited liability company, 111 Debt Acquisition-Mezz LLC, a Delaware limited liability company, each of which has been formed for the sole purpose of acquiring and disposing of Loan Assets, and their respective subsidiaries, if any, including Concord Debt Funding Trust, a Maryland real estate

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investment trust, together with any additional entities in which the Company holds a direct or indirect ownership interest, including Sidecar Investment Entities.

Lex-Win:  As defined in the Preamble.

Loan Assets:  Real estate securities and real estate related loans and interests therein including, without limitation, whole loans, B Notes, participation interests, mezzanine loans, and CMBS bonds.

Managing Member:  Lex-Win, it successors and assigns.

Managing Member Preferred Capital:  All Capital Contributions made by the Managing Member pursuant to Section 3.7(a) hereof.

Managing Member Preferred Capital Return:  A preferred rate of return equal to (x) in the case of Managing Member Preferred Capital made pursuant to clause (i) of Section 3.7(a), the Company’s blended cost of its third party Short Term Debt outstanding at the time the applicable Managing Member Preferred Capital is contributed, (y) in the case of Managing Member Preferred Capital made pursuant to clause (ii) of Section 3.7(a), the rate charged under the Credit Facility for which the Advance Rate Paydown was applied, or (z) in the case of Managing Member Preferred Capital made pursuant to clause (iii) of Section 3.7(a), the blended rate of interest paid by the Company on its Credit Facilities; provided, however, with respect to Managing Member Preferred Capital contributed pursuant to clause (i) or (iii) of Section 3.7(a), if the applicable Managing Member Preferred Capital is not fully returned by the Company on or prior to the date that is 12 months after such Managing Member Preferred Capital is contributed to the Company, the Managing Member Preferred Capital Return with respect to such Managing Member Preferred Capital shall be reduced by 50 basis points.

Managing Member Priority Return:  An amount equal to a 10% per annum return on the Managing Member’s Unreturned Capital Contributions, calculated on a daily basis in order to take account of changes from time to time in the amount of such Unreturned Capital Contributions.

Match Funded Debt:  Indebtedness that is (i) structured to correspond to the term of repayment of the underlying asset and (ii) secured only by the underlying asset.

Maximum Capital Contribution:  The amount set forth opposite each Member’s name on Schedule 1 hereto under the heading “Maximum Capital Contribution.”

Member Loan:  As defined in Section 3.5 hereof.

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

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

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

Members:  Lex-Win, the Initial Preferred Member and such other Persons who become party hereto in accordance with the terms hereof, together with their permitted successors and assigns.

Minimum Common Equity Threshold:  (i) During the Commitment Period, $200,000,000 and (ii) after the expiration of the Commitment Period, the greater of (A) $100,000,000 and (B) 200% of the aggregate Unreturned Capital Contributions of the Preferred Members.

Nonrecourse Deductions:  Has the meaning set forth in Regulations Section 1.704-2(b)(1) and is determined in accordance with Section 1.704-2(c).

Permitted Exceptions:  (i) Senior Loans as permitted by Section 3.5(i)(3) hereof, (ii) in the case of Lexington Realty Trust and its Affiliates, Acquisition Entities (including Equity Securities in such Acquisition Entities acquired with a view to the acquisition of such Acquisition Entity) and acquisitions by Acquisition Entities of Permitted Investments, (iii) Loan Assets which for GAAP purposes are treated as something other than loans, (iv) Equity Securities, or (v) Loan Assets then held by Lexington Realty Trust or Winthrop Realty Trust or their respective Affiliates (except for the Company or any Investment Entity).

Permitted Investments:  Equity Securities, Loan Assets and Senior Loans.

Permitted Transfers.  Any of (i) Transfers to Affiliates of such Member, (ii) Transfers of a direct or indirect interest in such Member provided that (x) in the case of the Initial Preferred Member, the transferee is a member of the Inland Real Estate Group of Companies and the members to the Advisory Committee designated by the Initial Preferred Member are employees, directors, partners, members or stockholders of a member of the Inland Real Estate Group of Companies and (y) in the case of the Managing Member, Lexington Realty Trust, or its subsidiary, or Winthrop Realty Trust, or its subsidiary, individually or collectively control Lex-Win, (iii) Transfers between the members of Lex-Win or (iv) Transfers of a direct or indirect minority interest in Lexington Realty Trust pursuant to the acquisition of an Acquisition Entity.

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

Preferred Interest Purchase Agreement:  That certain purchase agreement, dated as of the date hereof, by and among the Company, Inland, Lex-Win and certain Affiliates of Lex-Win.

Preferred Member Distribution Percentage:  An amount for each Preferred Member, expressed as a percentage, equal to (i) such Preferred Member’s Unreturned Capital Contributions divided by (ii) the Unreturned Capital Contributions of all Preferred Members.

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Preferred Members:  The Initial Preferred Member, together with all such other Persons who are admitted as Members of the Company in accordance with the terms of this Agreement and classified as “Preferred Members.”

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

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

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

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

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

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

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

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(vii)       notwithstanding any other provisions of this definition of Profits and Losses, any items that are specially allocated pursuant to Sections 4.2 and 4.3 hereof shall not be taken into account in computing Profit or Losses.

The amounts of the items of Company income, gain, loss, or deduction available to be specially allocated pursuant to Sections 4.2 and 4.3 shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.

Public Offering:  The registration for sale of securities of the issuer under Section 5 of the Securities Act of 1933, as amended.

Qualified Arbitrator:  As defined in Section 10.1(d) hereof.

Redemption Amount:  Either (i) the Company Redemption Amount if the Initial Preferred Member elects not to object to such amount, (ii) the amount agreed to by the Managing Member and the Initial Preferred Member pursuant to Section 10.1(c) hereof, or (iii) the amount determined by the Qualified Arbitrator pursuant to the terms of Section 10.1(c) hereof.

Redemption Notice:  As defined in Section 10.1(a) hereof.

Redemption Reply Notice:  As defined in Section 10.1(c) hereof.

Redemption Return:  An amount equal to the distributions that would be received by the Initial Preferred Member from the date of the applicable Redemption Notice to the date of the full redemption of the Initial Preferred Member’s Company Interest assuming the entire yield that is earned on the Company’s investments during such period were distributed pursuant to Section 5.2 hereof and the Preferred Member Distribution Percentage of the Initial Preferred Member were calculated as if the Initial Preferred Member was then still a Preferred Member; provided, that in no event shall a distribution of Unreturned Capital Contributions be counted twice in the calculation of the Redemption Amount and the Redemption Return pursuant to Section 10.1(e).

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

Regulatory Allocations:  Has the meaning set forth in Section 4.3 hereof.

Reinvestment Period:  The period from the date hereof to the 48-month anniversary of the date hereof.

REIT:  A “real estate investment trust” within the meaning of Sections 856-860 of the Code.

Rejection Notice:  As defined in Section 10.1(a) hereof.

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REO Property:  Any real property in which the Company holds a direct or indirect interest as a result of the exercise of its remedies related to a Loan Asset.

Securitized Entity:  A collateralized debt obligation entity, collateralized mortgage backed securities and similar securitized entities established by the Company or its subsidiary.

Senior Loan:  Any loan or participation interest in a loan that is senior to a Loan Asset held by the Company.

Senior Loan Acquisition:  The acquisition of a Senior Loan.

Short Term Debt:  An amount equal to the aggregate principal amount outstanding under all Credit Facilities with a maturity date of less than one year (or 18 months including extension periods) minus Excluded Short Term Debt.

Short Term Debt Limit:  An amount equal to the greater of:  (i) $750 million or (ii) 120% of the Company’s total equity capital, both preferred and common and both contributed (but unreturned) and committed (but not contributed).  For example, if the Company has capital contributed and committed equal to $700 million, the Short Term Debt Limit would equal $840 million (700 x 1.20 = 840).  Notwithstanding the foregoing, upon 60 days notice to the Managing Member by Preferred Members holding a majority of the Preferred Member Distribution Percentages, the 120% amount set forth in (ii) above shall be reduced to 100% during the six month period following the second anniversary of the date hereof.

Sidecar Investment:  An investment in a Sidecar Investment Entity.

Sidecar Investment Entity:  A Person that (i) is not wholly-owned, directly or indirectly, by the Company and (ii) holds or is formed for the purpose of holding Loan Assets.

Tax Matters Partner:  As defined in Section 8.5 hereof.

Total Capitalization:  An amount equal to the sum of (i) Total Debt and (ii) the Company’s total equity capital, both preferred and common, calculated in accordance with GAAP (including with respect to impairments).

Total Debt:  An amount equal to the aggregate principal amount outstanding under all Credit Facilities other than Excluded Short Term Debt.

Total Debt/Capitalization Ratio:  An amount equal to Total Debt divided by Total Capitalization.

Total Debt Limit:  An amount of Total Debt that would cause the Total Debt/Capitalization Ratio to exceed 75%.

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Transfer:  Any sale, conveyance, transfer or assignment, or the entry into any agreement to sell, convey, transfer or assign, whether by law or otherwise, of, on, in or affecting (y) all or part of a Member’s Company Interest (including any legal or beneficial direct or indirect interest therein), or (z) any direct or indirect interest in a Member (including any profit interest).  For purposes hereof, a Transfer of an interest in a Member shall be deemed to include (A) if a Member or controlling equityholder of a Member is a corporation or trust, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock or trust’s beneficial interests (or the stock or beneficial interests of any corporation or trust directly or indirectly controlling such corporation or trust by operation of law or otherwise) and (B) if a Member or controlling equityholder of a Member is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member.

Unreturned Capital Contribution:  As of any date, the aggregate Capital Contribution by a Member on or before such date, as reduced (but not below zero) by the amount by which distributions received by such Member on or before the date of determination exceed (i) in the case of the Initial Preferred Member, the Initial Preferred Member Return, and (ii) in the case of the Managing Member, the Managing Member Preferred Return; provided, however, no distributions on account of the Managing Member Preferred Capital shall be deemed to reduce the Capital Contribution of the Managing Member for these purposes.

1.2           Other Terms.  Unless the context shall require otherwise:

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

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

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

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

ARTICLE II

GENERAL PROVISIONS

2.1           Continuation of the Company.  The Members desire to continue the existence of the Company under the Act pursuant to this Agreement.  The provisions of the Act shall govern the rights and obligations of, and the relationships among, the Members except as modified by the provisions of this Agreement.

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

2.3           Name of the Company; Foreign Qualifications.  The name of the Company shall be Concord Debt Holdings LLC, or such other name as the Managing Member may from time to time determine.  The Managing Member shall have the right to cause the Company to operate under one or more assumed names (which shall not include the name of any Member or any similar name without such Member’s consent) where required to comply with the laws of any states in which the Company is doing business.  The Managing Member shall cause to be filed on behalf of the Company such company or assumed or fictitious name certificate or certificates or other similar documents as may from time to time be required by law for the formation and continuation of the Company as a limited liability company under the laws of Delaware applicable to a limited liability company and the laws of such other states in which the Company is doing business regarding the qualification of a foreign limited liability company.

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

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

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

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

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ARTICLE III

MEMBERS; CAPITAL CONTRIBUTIONS; FINANCING TRANSACTIONS

3.1           Members.  (a)  Lex-Win and Inland are hereby admitted as members in the Company.  The respective names, business addresses, class of interest (common or preferred) and Initial Capital Contribution and Maximum Capital Contribution of the Members are as set forth on Schedule 1 and the Members identified on Schedule 1 are, as of this date, the only members in the Company.  The Managing Member shall have the authority to amend Schedule 1 from time to time to reflect any changes of address, the admission of any additional or substitute Members in accordance with the terms of this Agreement or any changes to the information set forth thereon (other than the Initial Capital Contribution, Maximum Capital Contribution or class interest with respect to Lex-Win or Inland).

(b)           Subject to the provisions of Section 3.8 and Article IX hereof, one or more Persons may be admitted to the Company as additional Members.

(c)           In addition to any other requirements set forth in this Agreement, no Person shall be admitted to the Company as an additional or substitute Member unless and until such Person has accepted and agreed to all the provisions of this Agreement by executing a counterpart signature page hereto or an amendment to this Agreement.

3.2           Capital.  The capital of the Company shall consist of the amounts contributed to the Company pursuant to this Article III.

3.3           Initial Capital Contributions.  The Managing Member has previously contributed to the capital of the Company the aggregate amount set forth opposite its name on Schedule 1 hereto under the heading “Initial Capital Contribution.”  On the date hereof, Inland shall make an initial Capital Contribution to the Company by contributing to the Company in immediately available funds the amount set forth on Schedule 1 hereto opposite its name under the heading “Initial Capital Contribution”; provided, that Inland shall receive a $250,000 credit to be applied to its Initial Capital Contribution (from the first amounts otherwise required to be contributed) as satisfaction of its underwriting fees in connection with its acquisition of its Company Interests.  Notwithstanding anything in this Agreement to the contrary, in no event shall the Managing Member cause the Company to use the Initial Capital Contribution or any additional Capital Contribution of the Initial Preferred Member for any purpose other than (A) to fund a Permitted Investment, (B) to fund a Sidecar Investment, (C) Senior Loan Acquisition or (D) in connection with an Advance Rate Paydown.

3.4           Funding of Additional Capital Requirements.  If, at any time or from time to time, the Managing Member determines in its reasonable discretion that the Company or an Investment Entity requires additional funds to enable the Company or an Investment Entity to make a Permitted Investment, Sidecar Investment, Advance Rate Paydown or Senior Loan Acquisition, the Managing Member shall take one or more of the following actions:

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(i)           during the Commitment Period, cause the Company to obtain such additional funds from the Preferred Members and the Common Members in accordance with the terms of Section 3.5 hereof;

(ii)           so long as the Company is not then exceeding the Short Term Debt Limit or the Total Debt Limit, cause the Company to seek to borrow the required additional funds from any third-party lender; and/or

(iii)           subject to the provisions of Section 3.8 hereof, accept Capital Contributions from third parties and admit such third parties as additional Members to the Company.

3.5           Additional Capital Contributions.  If, pursuant to Section 3.4, the Managing Member elects to obtain additional funds for the Company through Capital Contributions of the Common Members and the Preferred Members, the Managing Member shall deliver notice thereof to each Member (a “Capital Call”) setting forth the total amount required (the “Capital Call Amount”), and the purpose of such Capital Call.  The Capital Call shall further set forth the amount of such Capital Call Amount required to be contributed by each Member, which amount shall be determined as follows:

(i)           First, but only during the Commitment Period, 100% of such Capital Call Amount shall be made by the Initial Preferred Member until its Unreturned Capital Contributions plus any capital contributions made by the Initial Preferred Member directly in a Sidecar Investment Entity pursuant to clause (4) below equals one-half of the Unreturned Capital Contributions of the Managing Member, but in no event more than the Maximum Capital Contribution of the Initial Preferred Member; provided, however,

(1)no such Capital Call shall be made on the Initial Preferred Member in an amount less than $5,000,000, unless the remaining portion of the Maximum Capital Contribution of the Initial Preferred Member is less than $5,000,000, in which case the Capital Call Amount shall be such remaining amount,

(2)if the purpose for the Capital Call is to fund an Advance Rate Paydown, the Initial Preferred Member may elect to not make its Capital Contribution, in which case the Managing Member shall make an additional Capital Contribution in accordance with the provisions of Section 3.7 hereof;

(3)if the purpose for the Capital Call is to fund a Senior Loan Acquisition, the Initial Preferred Member may elect to not make its Capital Contribution, in which case the Managing Member or its Affiliate shall have the option, but not the obligation to, acquire the Senior Loan on its own behalf without any restrictions set forth under this Agreement and neither the Initial Preferred Member nor the Company shall have any rights with respect to such Senior Loan; and

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(4)if the purpose of the Capital Call is to fund a Sidecar Investment, the Initial Preferred Member shall have the option (A) to make its Capital Contribution to the Company, (B) to make a capital contribution directly to the Sidecar Investment Entity or (C) to elect not to make a Capital Contribution with respect to such Sidecar Investment, in each case in accordance with Section 14.4.

(ii)          thereafter, as may be agreed by the Members (provided that the Initial Preferred Member is under no obligation to agree to or make a further contribution).

Each of the Members shall be obligated to make their respective additional Capital Contribution to the Company in immediately available funds within fifteen (15) days of receipt of the Capital Call.  If a Member fails to make a Capital Contribution required hereunder, the other Members shall have the right, but not the obligation, to satisfy such Member’s Additional Capital Contribution by making a loan (a “Member Loan”) to the Company equal to the product of (i) the amount of the defaulting Member’s additional Capital Contribution and (ii) a fraction, the numerator of which is such Member’s Capital Percentage and the denominator of which shall be the aggregate Capital Percentages of all Members electing to make a Member Loan to the Company.  All Member Loans shall bear interest at a rate of 15% per annum, compounded annually, and shall be payable from the assets of the Company and prior to any distributions payable pursuant to Article V hereof.

3.6           Special Common Member Capital Contributions.  Notwithstanding anything in this Agreement to the contrary, at such time, if at all, as the aggregate Unreturned Capital Contributions of the Common Members is less than the Minimum Common Equity Threshold, then the Common Members shall immediately make an additional Capital Contribution equal to the amount sufficient to cause the aggregate Unreturned Capital Contributions of the Common Members to be not less than the Minimum Common Equity Threshold.  In the event that the aggregate Unreturned Capital Contributions of the Common Members is less than the Minimum Common Equity Threshold at the end of two successive months, then beginning on the first day of the next successive month, the Initial Preferred Member shall be entitled to a Distribution Rate Step-Up until such time as the aggregate Unreturned Capital Contributions of the Common Members is not less than the Minimum Common Equity Threshold.  For purposes of this Section 3.6, the Unreturned Capital Contribution of a Member shall be adjusted by the amount of any impairment charged to such Member’s equity in accordance with GAAP so long as the impairment is deemed other-than-temporary and the applicable Permitted Investment for which such impairment relates is then in default.

3.7           Managing Member Preferred Capital Contribution.  (a)  At such time or times, if at all, as (i) the Company’s Short Term Debt exceeds its Short Term Debt Limit, (ii) the Managing Member is required to make an additional Capital Contribution pursuant to the terms of Section 3.5(i)(2) to fund an Advance Rate Paydown, or (iii) the Total Debt Limit is exceeded, the Managing Member shall, in the case of a clause (ii), or may, in the case of clauses (i) or (iii), make an additional Capital Contribution to the Company equal to (x) in the case of an Additional Capital Contribution pursuant clause (i) the positive difference between (1) the total outstanding

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Short Term Debt and (2) the Short Term Debt Limit, (y) in the case of an additional Capital Contribution pursuant to clause (ii), such Capital Call Amount and (z) in the case of an additional Capital Contribution pursuant to clause (iii), the positive difference between (1) the Total Debt and (2) the Total Debt Limit; provided, however, in no event shall the unreturned Managing Member Preferred Capital outstanding at any time exceed $75,000,000.

(b)          Within five (5) days after the Managing Member makes a Capital Contribution of Managing Member Preferred Capital pursuant to Section 3.7(a), the Managing Member shall provide the Initial Preferred Member with written notice specifying (i) the amount and purpose of such Capital Contribution, (ii) Managing Member Preferred Capital Return with respect to such Capital Contribution and (iii) the date of such Capital Contribution.

3.8           Additional Member Capital Contributions.  (a)  Subject to complying with the terms of this Section 3.8, the Managing Member shall have the right to admit one or more Persons as members of the Company (each an “Additional Member”) with such rights and obligations as the Managing Member shall determine in its sole discretion.  Upon admission of any new Member (i) such Member shall be designated as a Preferred Member, Common Member or such other classification as the Managing Member shall elect based on such new Member’s rights and obligations hereunder and (ii) subject to Sections 7.2, 7.3 and 15.3 hereof, the Managing Member is authorized to amend this Agreement without any further action on the part of any other Member to reflect the admission of such new Member and its rights and obligations hereunder.

(b)          Prior to the earlier of (i) second anniversary of the date hereof and (ii) the sixth month anniversary after the date on which the Initial Preferred Member is no longer required to make any further Capital Contributions hereunder, if the Managing Member elects to obtain additional funds for the Company through the acceptance of Capital Contributions from an Additional Member, the Managing Member shall provide notice thereof to the Initial Preferred Member (the “Additional Investor Notice”).  The Initial Preferred Member shall have the right by giving an irrevocable written notice to the Managing Member no later than thirty (30) days after the date on which the Additional Investor Notice is delivered to the Initial Preferred Member to elect to make a further additional Capital Contribution to the Company in an amount up to the maximum additional capital being sought by the Company from Additional Members as set forth in the Additional Investor Notice, which Capital Contributions shall have rights and obligations at least as favorable to the Initial Preferred Member as the terms and obligations set forth in such Additional Investor Notice.  In the event that the Initial Preferred Member does not elect to contribute funds in the amount set forth in the Additional Investor Notice, the Managing Member may then accept Capital Contributions from any Additional Member pursuant to the terms of this Section 3.8; provided that no equity interests in the Company may be sold to Persons other than the Initial Preferred Member under terms that are more favorable to such Person than those set forth in the Additional Investor Notice.  Notwithstanding anything in this Section 3.8 to the contrary, in no event shall the Company be permitted to make any Capital Call or accept any Capital Contributions from an Additional Member pursuant to this Section 3.8 unless (i) the Unreturned Capital Contributions of the Managing Member is at least 65% of the total Unreturned Capital Contributions of all Common Members after giving effect to the Capital Contributions to be made by such Additional Members, (ii) at least 75% of the Initial Preferred Member’s Maximum Capital Contributions has been called and used by the Company to acquire

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Permitted Investments and (iii) the right to distributions of the holder of any such equity pursuant to Article V hereof is subordinate to the right to distributions of the Initial Preferred Member (with respect to both the Initial Preferred Member Priority Return and the Initial Preferred Member’s Unreturned Capital Contributions).

(c)          Subject to the Act and this Section 3.8, any Company Interests issued to Additional Members may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the Managing Member, in its sole and absolute discretion without the approval of any Member, and set forth in this Agreement or a written document thereafter attached to and made an exhibit to this Agreement (each, a “Company Interest Designation”); provided, that that material terms of any Company Interest Designation shall be set forth in any Additional Investor Notice.  Without limiting the generality of the foregoing, the Managing Member shall have authority to specify (a) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Company Interests; (b) the right of each such class or series of Company Interests to share in Company distributions; (c) the rights of each such class or series of Company Interests upon dissolution and liquidation of the Company; (d) the voting rights, if any, of each such class or series of Company Interests; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Company Interests; provided, however, that none of the foregoing shall alter in a manner adverse to the Initial Preferred Member, the relative rights between the Managing Member and the Initial Preferred Member provided herein.

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

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

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

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

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

3.10           Return of Capital.  Except as otherwise agreed by the Members, or as otherwise specifically provided herein, no Member shall be entitled to demand the return of, or to withdraw, any part of his Capital Contribution or any balance in his Capital Account, or to receive any distribution, except as provided for in this Agreement.  Neither the Managing Member nor any Member shall be liable for the return of the Capital Contributions of any other Member and no Member shall have any obligation to restore the amount of any deficit in its Capital Account to the Company.

ARTICLE IV

ALLOCATIONS OF PROFIT AND LOSS

4.1           Allocations of Profit and Loss.  Except as otherwise provided in this Article IV, Profit and Loss for each Company fiscal year shall be allocated among the Members as follows:

(a)           such Profit shall be allocated:

(i)             first, to the Members in an amount sufficient to reverse the total amount of Loss previously allocated to the Members pursuant to Section 4.1(b)(ii) hereof, in proportion to and in the reverse order as such Loss was allocated;

(ii)            second, to the Managing Member until it has been allocated an aggregate amount of Profit under this Section 4.1(a)(ii) equal to the Managing Member Preferred Capital Return;

(iii)           third, to the Initial Preferred Member until it has been allocated an aggregate amount of Profit under this Section 4.1(a)(iii) equal to the Initial Preferred Member Priority Return;

(iv)           fourth, to the Managing Member until it has been allocated an aggregate amount of Profit under this Section 4.1(a)(iv) equal to the Managing Member Priority Return; and

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(v)            thereafter, to the Members pro rata in accordance with their respective Capital Percentages, except that with respect to the Initial Preferred Member’s pro rata portion, 30% to the Managing Member and 70% to the Initial Preferred Member; but if the Unreturned Capital Contributions of a Member have been reduced to zero, then 76 2/3% to the Managing Member and 23 1/3% to the Initial Preferred Member.;

(b)           Loss shall be allocated as follows:

(i)             first, to the Members to offset the excess of the amount of Profit previously allocated to such Members pursuant to Sections 4.1(a)(ii), (iii), (iv) and (v) hereof, in proportion to and in the inverse order to the order in which such Profit was allocated, over the total amounts previously distributed to the members, excluding distributions which reduce Unreturned Capital Contributions, pursuant to Sections 5.2, 5.3 or 5.4; and

(ii)            thereafter, to the Members pro rata in accordance with their respective Capital Account balances.

4.2           Regulatory Allocations.  Prior to making the allocations provided for in Section 4.1, the following allocations shall be made:

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

(b)          Qualified Income Offset.    If a Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), or otherwise has an Adjusted Capital Account Deficit as of the end of a fiscal year, items of Company income and gain shall be specially allocated to the Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible; provided that an allocation pursuant to this Section 4.2(b) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article have been tentatively applied as if this Section 4.2(b) were not in the Agreement.

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

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Minimum Gain.  This Section 4.2(c) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(d)          Member Minimum Gain Chargeback.  Notwithstanding any other provision of this Article IV except as otherwise provided in Regulation Section 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during a fiscal year, then after the allocation required by Section 4.2(c) but prior to any other allocation for the year, each Member with a share of the Member Nonrecourse Debt Minimum Gain shall be allocated income and gain for that year (and, if necessary, subsequent years), in accordance with Regulations Section 1.704-2(j)(2)(ii), in an amount equal to such Member's share of the net decrease in the Member Nonrecourse Debt Minimum Gain.  This Section 4.2(d) is intended to comply with the partner minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e)          Nonrecourse Deductions.  Nonrecourse Deductions for each fiscal year shall be allocated among the Members in proportion to their Capital Percentages.

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

4.3           Effect of Regulatory Allocations.  The allocations set forth in Section 4.2 (the "Regulatory Allocations") are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2.  The Regulatory Allocations may not be consistent with the manner in which the Members intend to divide Company Profit or Loss under Section 4.1. Accordingly, to the extent permitted under Regulations Section 1.704-1(b), the Regulatory Allocations shall be taken into account in allocating Profit, Loss and other items among the Members so that the net amount of such allocations and the Regulatory Allocations to each Member shall equal the net amount that would have been allocated to each Member if the applicable Regulatory Allocations had not been made.

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

(b)         If the Capital Percentages of the Members change during a fiscal year, then, unless otherwise determined by the Members, Profit and Loss for such year shall be allocated, and Distributions for such year pursuant to Section 4.1 shall be made, using the interim closing of the books method as of the date of such change, as if the pre-change portion (ending with, but not including, the date of the change) and the post-change portion (commencing with the date of the change) of such year were each separate fiscal years.

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(c)          If any Company Interest is transferred pursuant to and in compliance with Article 7, then, unless otherwise determined by the Members, Profit and Loss and other items allocable to the transferred Company Interest shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the relevant period in accordance with Section 706(d) of the Code using the interim closing of the books method as of the effective date of such transfer.

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

(a)          Section 704(c) Allocations.  Notwithstanding Section 4.5(b), items of income, gain, loss and deduction to be allocated for income tax purposes (collectively, “Tax Items”) with respect to Company property that is subject to Code Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f) (collectively, “Section 704(c) Tax Items”) shall, to the extent so required, be allocated using the “traditional method” described in Regulations Section 1.704-3(b).

(b)          Income Tax Characterization.  For purposes of determining the character (as ordinary income or capital gain) of any gain allocated to the Members pursuant to Sections 4.1 or 4.2, such portion of the taxable income of the Company which is treated as ordinary income attributable to depreciation recapture shall, to the extent possible, be allocated among the Members in proportion to and to the extent of the amount of tax depreciation previously allocated to them.

(c)          Allocations of Tax Items.  Except as otherwise provided in Sections 4.5(a) and (b), allocations of Company income, gain, loss, deduction and credit, as computed for federal income tax purposes, for each fiscal year shall be allocated among the Members in the same manner as the related items were allocated for Capital Account purposes pursuant to Sections 4.1 and 4.2.

4.6           Tax Elections.  The Managing Member shall determine whether the Company shall make any applicable tax elections.

ARTICLE V

DISTRIBUTIONS

5.1           General.  Subject to Sections 5.2, 5.3 and 7.4(c) hereof, distributions shall be made not less frequently than on the 21st day of each month, or if such date is not a Business Day, on the next succeeding Business Day, during the term hereof and at such other time or times as the Managing Member shall determine.  The Managing Member shall cause the Company to retain as reserves an amount it deems sufficient in its reasonable judgment to meet the operating expenses of the Company and the Investment Entities.  In no event shall any distributions be paid to any Member until all Member Loans and interest due thereon are satisfied in full.

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5.2           Distributions of Cash Flow.  At such times as the Managing Member elects to cause the Company to make distributions from Cash Flow, such distributions shall be made in the following order of priority:

(i)           First, to the Managing Member until it has received an amount equal to the Managing Member Preferred Capital Return plus the Managing Member Preferred Capital, which distributions shall be applied first to the Managing Member Preferred Capital Returns of all Managing Member Preferred Capital and then to the Managing Member Preferred Capital, in each case in the order in which such Managing Member Preferred Capital was made;

(ii)          Second, to the Initial Preferred Member until it has received an amount equal to the Initial Preferred Member Priority Return; provided, that the Managing Member shall cause the Company to make distributions from Cash Flow to the Initial Preferred Member (A) monthly, in an amount corresponding to not less than (but need not be more than) an 8% per annum return on the Initial Preferred Member’s Unreturned Capital Contributions and (B) calendar quarterly, in an amount corresponding to the Initial Preferred Member Preferred Return, but taking into consideration the aggregate amount of the prior distributions made during such calendar quarter pursuant to clause (A); provided further, that if distributions are not made to the Initial Preferred Member to the full extent provided in clauses (A) and (B) (regardless of the sufficiency of Cash Flow) for two consecutive months (whether the month is pursuant to clause (A) or (B)), then beginning on the first day of the next successive month, the Initial Preferred Member shall be entitled to a Distribution Rate Step-Up until such time as the monthly distributions under clauses (A) and (B) are again made to the Initial Preferred Member in an aggregate amount corresponding to not less than the amounts provided in clauses (A) and (B);

(iii)         Third, to the Managing Member until it has received an amount equal to the Managing Member Priority Return;

(iv)         Fourth, either (x) pari passu in accordance with Unreturned Capital Contributions, between the Initial Preferred Member and the Managing Member, except that the Managing Member shall receive 30% of the distributions otherwise payable to the Initial Preferred Member under this clause (iv) as a promoted interest or (y) if the Unreturned Capital Contributions of a Member have been reduced to zero, 76 2/3% to Lex-Win and 23 1/3% to the Initial Preferred Member.

5.3           Distributions of Capital Proceeds.  At such times as the Managing Member elects to cause the Company to make distributions from Capital Proceeds, such distributions shall be made in the following order of priority; provided, that after the expiration of the Reinvestment Period, distributions of Capital Proceeds shall be made promptly upon receipt of any such Capital Proceeds:

(i)           First, to the Managing Member until it has received an amount equal to the unpaid Managing Member Preferred Capital Return plus the Managing Member Preferred

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Capital, which distributions shall be applied first to the Managing Member Preferred Capital Returns of all Managing Member Preferred Capital and then to the Managing Member Preferred Capital, in each case in the order in which such Managing Member Preferred Capital was made;

(ii)          Second, to the Initial Preferred Member until it has received an amount equal to the unpaid Initial Preferred Member Priority Return;

(iii)         Third, to the Managing Member until its Unreturned Capital Contribution (excluding any Managing Member Preferred Capital) is reduced to the Minimum Common Equity Threshold;

(iv)         Fourth, to the Initial Preferred Member until its Unreturned Capital Contribution is reduced to zero;

(v)          Fifth, to the Managing Member until it has received an amount equal to the unpaid Managing Member Priority Return;

(vi)         Sixth, to the Managing Member until its Unreturned Capital Contribution is reduced to zero;

(vii)        Thereafter, 76 2/3% to Lex-Win and 23 1/3% to the Initial Preferred Member.

5.4           Distribution upon Public Offering.  At such time as the Company elects to make a Public Offering of its securities, each Member’s interest in the Company will be deemed redeemed in exchange for a number of shares in the “public entity” equal to (i) the amount that such Member would be distributed pursuant to Section 5.3 hereof if the Company were then liquidated at a value equal to the value attributed to the Company’s assets in the Public Offering divided by (ii) the per share offer price inclusive of the underwriter’s discount.

ARTICLE VI

FEES

6.1           General.        The Managing Member will be responsible for all of its operational expenses, including the salaries of its personnel, rent, utilities, and other items coming under the category of overhead.  The Managing Member will not be responsible for any expenses set forth in Section 6.2.

6.2           Expenses.  The Company will bear all reasonable and necessary (i) expenses in connection with its and each Investment Entity’s organization which, at the option of the Managing Member, may be advanced by the Managing Member, in which event the Company will reimburse or otherwise compensate the Managing Member for these expenses over such period as the Managing Member shall determine, (ii) third party expenses of the Company and the Investment Entities including, without limitation, legal, bookkeeping, accounting, administration, auditing, tax

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preparation, insurance, administration, rating agency, subscription and related charges, (iii) expenses associated with the admission of additional members, (iv) all transaction costs and investment-related expenses incurred in connection with the Company’s investment activities, as well as the costs of any independent accountants or other experts or consultants engaged by the Managing Member in connection with specific transactions, (v) any interest, fees and costs of Company or Investment Entity-related borrowings, (vi) extraordinary expenses (including litigation and indemnification costs), if any, involving the Company, and (vii) the fees set forth in Section 6.3, 6.4 and 6.5.

6.3           Loan Asset Fees.        The Managing Member or its Affiliate shall receive:

(i)a fixed fee (the “Management Fee”) from the Company as compensation for services to the Company in an amount equal to 0.25% per quarter calculated as of the last day of each calendar quarter (a 1.0% annual rate) of the Unreturned Capital Contributions of the Members.  The Management Fee will be payable quarterly in arrears within fifteen (15) days after the end of the calendar quarter to which it relates;

(ii)a one-time transaction fee (the “Transaction Fee”) from the Company as compensation for each acquisition of a Loan Asset in an amount equal to 0.275% of the purchase price for such Loan Asset inclusive of any debt assumed with respect to such Loan Asset.  The Transaction Fee shall be payable simultaneous with the closing of the acquisition of the Loan Asset;

(iii)a one time securitization fee (the “Securitization Fee”) from the Company as compensation for arranging the securitization of Loan Assets in a Securitized Entity equal to 0.075% of the Gross Asset Value of such Securitized Entity (not to exceed $300,000 per securitization).  The Securitization Fee shall be paid simultaneous with the closing of the applicable Securitized Entity;

provided, however, the Company shall offset against any of the Management Fee, the Transaction Fee or the Securitization Fee the amount of any fees actually paid to the Managing Member or its Affiliate for providing on-going collateral management or other services to a Securitized Entity.

6.4           Property Management Fees.        At such time, if at all, as the Company or an Investment Entity shall acquire an REO Property, the Managing Member or its Affiliate shall be entitled to receive a property management fee from the Company or the applicable Investment Entity equal to (x) 4% of the gross revenues of the REO Property if the REO Property is a multi-family property, (y) 3% of the gross revenues of the REO Property if the REO Property is an office, retail or mixed-use property, or (z) 1% of the gross revenues of the REO Property if the REO Property is a warehouse or single tenant property.

6.5           Construction Management Fees.         At such time, if at all, as the Company or an Investment Entity shall acquire an REO Property, the Managing Member or its Affiliate shall be entitled to receive a construction management fee from the Company or the applicable Investment

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Entity equal to 3% of the gross construction costs relating to all construction projects and tenant improvements at such REO Property.

ARTICLE VII

MANAGEMENT

7.1           Management of the Company.  (a)  Except as otherwise provided herein, the overall management and control of the business and affairs of the Company shall be vested in the Managing Member.  Except as otherwise provided herein, the Managing Member shall have and may exercise, on behalf of the Company, all powers and rights necessary, proper, convenient or advisable to effect and carry out the purposes, business and objectives of the Company and as permitted under the Act.  Except as otherwise provided herein, no Member shall have any rights with respect to the management or control of the Company.  The Managing Member may delegate to any person or persons, including affiliates of the Managing Member, any of the duties, powers and authority vested in it hereunder on such terms and conditions as it may consider appropriate.

(b)          Subject to any and all limitations expressly set forth in this Agreement (including without limitation Section 7.3), the Managing Member shall perform, or cause to be performed, the coordination of all management and operational functions relating to the business of the Company.  Without limiting the generality of the foregoing, except as set forth in Section 7.3(a), the Managing Member is expressly authorized on behalf of the Company to:

(i)       originate and acquire Permitted Investments and Sidecar Investments on such terms and conditions as the Managing Member shall deem advisable; provided that the Managing Member will provide the Initial Preferred Member with a copy of any loan package prepared in connection with any investment, in advance of making the investment;

(ii)at any time during the Reinvestment Period, reinvest amounts paid to the Company as principal from its Permitted Investments;

(iii)cause the Company to enter into Credit Facilities, which may be secured or unsecured, in all cases on such terms and conditions as the Managing Member shall determine and enter into such agreements as may be necessary to evidence such financing;

(iv)form Securitized Entities and cause such Securitized Entities to issue debt instruments and to sell equity interests therein;

(v)open, maintain and close, in the name of the Company, bank accounts, and draw checks or other orders for the payment of money;

(vi)enter into agreements and contracts with third parties, terminate such agreements and institute, defend and settle litigation arising

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therefrom and give receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto;

(vii)    maintain adequate records and accounts of all operations and expenditures and furnish the Members with the reports required hereunder;

(viii)    take and hold all property of the Company, real, personal and mixed, in the name of the Company, or in the name of a nominee authorized by the Managing Member but on behalf of the Company;

(ix)       sell, lease, exchange or otherwise dispose of all or any portion of the assets of the Company;

(x)        take all such action as the Managing Member reasonably deems advisable in order to enforce its rights and remedies with respect to Permitted

Investments;

(xi)       take all such action as may be reasonably deemed advisable in connection with the ownership of an REO Property;

(xii)     employ consultants, experts, accountants, auditors, attorneys, brokers, engineers, custodians, escrow agents, administrators, and any other third parties, including without limitation affiliated entities of the Managing Member (but only on arms length terms), deemed necessary by the Managing Member, and terminate such employment;

(xii)     pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including relating to taxes, either in favor of or against the Company;

(xiv)   admit additional Members in accordance with Section 3.8 and Article IX hereof;

(xv)    determine the accounting methods and conventions to be used in the preparation of the tax returns referred to in Section 8.3, and make such elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Company, or any other method or procedure related to the preparation of such returns;

(xvi)   make (and if made, revoke) the elections referred to in Sections 475, 754 or other provisions of the Code.  Each of the Members will, upon request, supply the information necessary to properly give effect to any such election;

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(xvii)   pay or authorize the payment of distributions to Members pursuant to Article V; and

(xviii)  prosecute, defend, settle or compromise actions or claims at law or in equity at the Company’s expense as may be necessary or proper to enforce or protect the Company’s interests, and satisfy any judgment, decree or decision of any court, board or authority having jurisdiction or any settlement of any suit or claim prior to judgment or final decision thereon, first, out of any insurance proceeds available therefor, and then, out of the Company’s assets.

7.2           Establishment and Authority of the Advisory Committee.  (a)  The Members hereby establish a committee (the “Advisory Committee”) which shall consist of four representatives, two designated by the Initial Preferred Member, and two designated by Lex-Win.

(b)          Notwithstanding anything to the contrary in this Agreement, in the event that both Michael Ashner and Peter Braverman cease to be members of the Advisory Committee (or any successor body serving a similar function), then (i) the Initial Preferred Member may elect not to make any additional Capital Contributions pursuant to Section 3.5, and (ii) the Managing Member shall cause the Company to not, in each case without the consent of the Initial Preferred Member (which consent may be withheld in the Initial Preferred Member's sole discretion) (A) make any additional Permitted Investments or Sidecar Investments or (B) reinvest Capital Proceeds from its Permitted Investments or Sidecar Investments.

7.3           Limitation on the Managing Member’s Authority.  (a)  Notwithstanding anything herein to the contrary except Section 7.3(c), the Managing Member shall not have the authority to do any of the following acts, except with the approval of a majority of the members of the Advisory Committee, including, without limitation, at least one member of the Advisory Committee designated by the Member that is not then the Managing Member (which may be withheld in its sole discretion):

(i)       make a Permitted Investment that does not satisfy the Investment Criteria;

(ii)       sell any asset of the Company or an Investment Entity, or merge, consolidate or enter into any other liquidating or change of control transaction with respect to the Company or an Investment Entity;

(iii)      the admission of any Person as a Member except as provided in Section 3.8 and Article IX hereof;

(iv)     entering into any transactions, agreements or other arrangements on behalf of the Company or an Investment Entity with the Managing Member, a Member or their respective Affiliates except as otherwise provided in Article VI of this Agreement;

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(v)      causing the Company or an Investment Entity to make any Bankruptcy filing;

(vi)     waiving any of the provisions of Section 7.4 hereof;

(vii)    approve any budget or business plan of the Company;

(viii)   appoint any independent public accounting firm for the Company other than PricewaterhouseCoopers LLP or KPMG LLP;

(ix)      initiate, settle or compromise any action or claim at law or in equity involving the Company, an Investment Entity or a Permitted Investment;

(x)       purchase any real estate debt securities other than CMBS bonds;

(xi)      purchase any debt relating to a Permitted Investment after an event of default shall have occurred with respect to such Permitted Investment;

(xii)     dissolve the Company;

(xiii)    issue any securities or other financings with respect to the Company, including but not limited to a Public Offering;

(xiv)    make any additional Capital Contributions in excess of the Managing Member’s Maximum Capital Contribution;

(xv)     make any Sidecar Investment;

(xvi)    build material reserves for the Company’s working capital pursuant to Section 5.1;

(xvii)   enter into any Credit Facility other than Credit Facilities existing on the date hereof;

(xviii)  make any material capital expenditure on a REO Property;

(xix)    make Senior Loan Acquisitions in excess of $10,000,000 individually or $50,000,000 in the aggregate; or

(xx)     make any amendment to this Section 7.3(a).

(b)           Notwithstanding anything herein to the contrary, the Managing Member shall not have the authority to take any of the following actions without the prior written consent of the applicable Member (which may be withheld in its sole discretion):

(i)        enter into any agreement which would cause such Member to become personally liable on, in respect of, or to guaranty, any indebtedness of the Company or an Investment Entity; or

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(ii)       any amendment to this Agreement which adversely effects such Member’s rights or adds to such Member’s obligations hereunder.

(c)          Notwithstanding anything herein to the contrary, in the event that the Initial Preferred Member exercises its right to remove the Managing Member pursuant to Section 7.6 hereof, the Initial Preferred Member shall have the sole and exclusive right to take any such action as it deems advisable with respect to (i) sales of all or any assets of the Company, but not by way of a merger, consolidation or other liquidating or change of control transaction unless the Members receive solely cash consideration in connection with such transaction, (ii) the liquidation of the Company, (iii) any Bankruptcy filing, or (iv) entering into any Credit Facility to the extent necessary to protect the interest of the Company in its assets.

7.4           Special REIT Rules.  (a)  Subject to Section 14.2, the Managing Member and the Company shall use commercially reasonable efforts to cause the Company to operate as if it were subject to the REIT rules of the Code described below, except as otherwise permitted by prior written consent of the Members:

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

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

Notwithstanding the foregoing, the Members hereby consent to the Company’s failure to comply with the "5 percent value limitation" set forth in Section 856(c)(4)(B)(iii)(I) of the Code solely with respect to the Company’s ownership of that certain Loan Asset listed on Schedule 7.4 hereto.  For purposes of the foregoing tests, any ”mezzanine” loans secured by an equity interest in an entity and any interest therefrom shall not be treated as satisfying such tests unless such loans and interest are in substantial compliance with the requirements of Revenue Procedure 2003-65, except as otherwise permitted by prior written consent of the Members.  It being acknowledged that “mezzanine” loans secured by equity interests in a multi-tiered structure in which each entity in such structure owns 100% of the equity interests of the entity in which it holds an interest satisfy such requirement (assuming the other requirements of Revenue Procedure 2003-65 are satisfied) regardless of the tier at which such “mezzanine” loan is made.

(b)          The Managing Member and the Company shall use commercially reasonable efforts to cause the Company not to dispose of any real property in a transaction that would be treated as a "prohibited transaction" within the meaning of Section 857(b)(6)(B)(iii) of the Code, unless (i) the transaction qualifies for the safe harbor, set forth in Section 857(b)(6)(C)

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of the Code, applied to the Company as if the Company were subject to Section 857(b)(6), taking into account any other “safe harbor” transactions engaged in by the respective Member in determining whether seven sales has occurred during the year, including any such transactions engaged in by a joint venture, partnership or limited liability company in which such Member invests (which information such Member will provide to the Managing Member and Company upon written request), (ii) the transaction is required under this Agreement, (iii) the property is disposed of in connection with or in lieu of foreclosure, (iv) the property is transferred in a tax free exchange under the Code, (v) the Members consent or (vi) the Advisory Committee approves such transaction.

(c)          Subject to Section 14.2, the Managing Member and the Company shall use commercially reasonable efforts to cause the Company to make distributions to the Members in compliance with the “90% distribution requirement” of Section 857(a)(1) of the Code, provided that the Managing Member and the Company shall not be in violation of this Section 7.4(c) if

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

(ii)       the distributions required by Article V of this Agreement are insufficient to satisfy the 90% distribution requirement.  In such event, the Managing Member shall

(A)           notify the Members of such insufficiency,

(B)           notify the Members of whether the Company’s Total Debt exceeds the Total Debt Limit, and

(C)           (1) if the Company’s Total Debt does not exceed the Total Debt Limit, the Managing Member shall not be required to incur debt to make additional distributions unless a Member requests it, in which case the Managing Member and the Company shall use commercially reasonable efforts to cause the Company to incur additional debt (up to the Total Debt Limit) on commercially reasonable terms in order to make such additional distributions to the requesting Member and (2) if the Company’s Total Debt exceeds the Total Debt Limit less 5%, the Managing Member shall not be required to incur additional debt to make additional distributions to the Members, unless both Members consent, in which case the Managing Member and the Company shall use commercially reasonable efforts to cause the Company to incur additional debt on commercially reasonable terms in order to make such additional distributions to both Members.

Notwithstanding anything to the contrary in Article V, in no event shall the Managing Member or the Company have any liability to a Member or its Affiliates with respect to the Company’s failure to comply with the distribution requirements of this Section 7.4 to the extent that such failure is attributable to the use of cash to acquire a Permitted Investment or to fund a capital expenditure during the Reinvestment Period pursuant to the terms of this Agreement.

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

(e)          Notwithstanding anything to the contrary in this Agreement, in no event shall the Managing Member or Company have any liability to a Member or Affiliate with respect to its failure to qualify as a REIT so long as the Managing Member and Company have acted in good faith and used commercially reasonable efforts to satisfy the obligations set forth in this Section 7.4.

7.5           Services of the Members; Company Opportunities.  The Managing Member shall devote such time and effort to the business of the Company as shall reasonably be necessary to promote adequately the interests of the Company and the mutual interests of the Members, and shall perform its duties with the same degree of care it exercises with respect to Loan Assets where it is the sole participant; provided, however, it is specifically understood and agreed that the Managing Member and its Affiliates shall not be required to devote full time to the business of the Company and that, except as otherwise provided in this Section 7.5 or in such other agreements in effect from time to time among the two or more of the parties hereto, the Managing Member and its Affiliates may at any time and from time to time engage in and possess interests in other business ventures of any and every type and description, and neither the Company nor the Members shall by virtue of this Agreement or otherwise have any right, title or interest in or to such independent ventures.  Notwithstanding anything to the contrary, the Managing Member on its own behalf and on behalf of its Affiliates agrees that from the date hereof through the date that is six months after the earlier of (A) the date on which each Member has contributed its Maximum Capital Contribution and (B) the end of the Commitment Period, the Managing Member and its Affiliates (i) will offer to the Company all opportunities relating to Permitted Investments (including Senior Loans), except that the Managing Member and its Affiliates will have no obligation to offer to the Company, and are expressly permitted to invest directly or indirectly (independent of the Company and/or the Initial Preferred Member) in any opportunities constituting Permitted Exceptions and (ii) will provide the Initial Preferred Member with prior written notice of all opportunities relating to Sidecar Investments in order to allow the Initial Preferred Member a reasonable period of time to participate in such Sidecar Investment in the manner described in Section 3.5(i)(4) and Section 14.4.

7.6           Removal of Managing Member.  At such time, if at all, as a Default Event with respect to the Managing Member occurs and the Initial Preferred Member has not elected to exercise it rights under Section 10.1 hereof, then the Initial Preferred Member shall have the right upon at least ten (10) Business Days prior written notice to the Managing Member, and provided such Default Event is not cured with such 10-Business Day period, to remove the Managing Member as managing member of the Company and appoint such Person as the new managing member of the Company as the Initial Preferred Member shall deem appropriate, which Person

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may be an affiliate of the Initial Preferred Member.  Any removal of the then-Managing Member provided for in this Section 7.6 shall have no effect or impact on such Member’s rights as a Member hereunder.  Notwithstanding anything to the contrary in this Agreement, (i) upon the removal of the Managing Member fees under Section 6.3 and 6.4 shall no longer be payable to the Managing Member but instead shall be payable to the new Person or Persons performing such functions and (ii) upon the removal of the Managing Member, the subsequent cure of a Default Event with respect to Lex-Win shall not give Lex-Win or its Affiliates the right to again become the Managing Member hereunder.

7.7.           Meeting of the Advisory Committee and the Members.  (a)  At such times as a vote of the Advisory Committee or the Members is required hereunder or by law, the Managing Member shall cause a notice to be sent to each Advisory Committee member or each Member, as the case may be, at least five (5) Business Days prior to the date of such meeting which notice shall (A) specify the place, date and hour of the meeting and the actions to be voted upon, consented to, approved or affirmed at such meeting and (B) be accompanied by such documentation or other information as is reasonable for each such Advisory Committee member or Member to make a reasonably informed decision on the matter(s) to be voted on.  Attendance by an Advisory Committee member or Member, as the case may be, at a meeting of the Advisory Committee or Members, as the case may be, shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  All decisions to be made by the Advisory Committee shall require the approval of a majority of the members of the Advisory Committee, including without limitation, at least one Member of the Advisory Committee designated by the Initial Preferred Member.

(b)          Advisory Committee members or Members, as the case may be, may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(c)          Any action required or permitted to be taken at any meeting or otherwise requiring the affirmation, vote, consent or approval of the Advisory Committee members or the Members, as the case may be, may be taken without a meeting if the Advisory Committee members or Members, as the case may be, necessary to affirm, vote for, consent to or approve, the same at a meeting do so in writing, and the writing or writings are filed with the minutes of proceeding of the Advisory Committee or the Members, as the case may be.

(d)          The Managing Member shall promptly advise all Members of any actions approved by the Advisory Committee.

ARTICLE VIII

BOOKS AND RECORDS; ACCOUNTS

8.1           Books and Records.  True and correct books of account with respect to the operations of the Company shall be kept at the principal place of business of the Company.  The

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Managing Member shall be responsible for keeping the books of account.  The Company shall also maintain at its principal place of business the following records:  (a) a current list of the full name and last known business or residence address of each Member set forth in alphabetical order, (b) a copy of the Certificate of Formation of the Company and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed, (c) copies of the Company's Federal, state and local income tax returns and reports, if any, for the three most recent years and (d) copies of this Agreement and any amendments hereto and of any financial statements of the Company for the three most recent years.  Any Member shall have the right, at its own expense, to examine, or have its duly authorized representative examine, the books of account of the Company and such other information reasonably related to such Member's interest in the Company, and the Company shall make them available at the office at which those books are maintained.

8.2           Monthly, Quarterly and Annual Reports.  (a)  The Managing Member shall prepare and distribute to the Members within 10 days after the end of each month a statement setting forth calculations of (i) Total Debt, (ii) Short Term Debt, (iii) Cash Flow, (iv) the Initial Preferred Member Fixed Charge Coverage Ratio, (v) the aggregate Unreturned Capital Contributions of the Common Members, (vi) the aggregate Unreturned Capital Contributions of the Preferred Members and (vii) Total Capitalization.

(b)         The Managing Member shall prepare and distribute to the Members within 25 days after the end of each fiscal quarter a year-to-date consolidated report with respect to the Company (with the last month of each such report comprised of forecasted, rather than actual, results), prepared in accordance with GAAP, consistently applied together with the independent accountant’s report, including (i) a balance sheet, (ii) a profit and loss statement, (iii) a statement of changes in the Members’ Capital Accounts and (iv) calculations in sufficient detail to verify the accuracy of all fees and other amounts paid or payable to the Managing Member or its Affiliates.

(c)          The Managing Member shall prepare and distribute to the Members within 55 days after the end of each fiscal year audited financial statements with respect to the Company.  Such financial statements shall be prepared in accordance with GAAP and shall be audited at the Company’s expense by PricewaterhouseCoopers LLP, KPMG LLP or such other nationally recognized firm of independent certified public accountants approved by the Advisory Committee pursuant to the terms hereof.  All reports delivered pursuant to this Section 8.2 shall also include unaudited calculations in sufficient detail to verify the accuracy of all distributions paid by the Company.

(d)          So long as Inland is a Member, the Managing Member shall prepare and distribute such other reports, statements and information regarding the Company and any Loan Assets as Inland may reasonably request from time to time.

8.3           Accountants; Tax Returns.  (a)  Subject to Section 7.3(a), the Managing Member shall engage such firm of independent certified public accountants selected by the Managing Member to review, or to sign as preparer, all federal, state and local tax returns which the Company is required to file.  The Managing Member will furnish to each Member within 120

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days after the end of each calendar year, or as soon thereafter as is practicable, a Schedule K-1 or such other statement as is required by the Internal Revenue Service which sets forth such Member’s share of the profits or losses and other relevant fiscal items of the Company for such fiscal year.  If requested by a Member, the Managing Member shall deliver to such Member copies of any federal, state and local income tax returns and information returns which the Company is required to file.

(b)          Each Member agrees to report, on its own income tax returns each year, each item of income, gain, loss, deduction and credit as reported by the Company to such Member on the Schedule K-1 (or other similar tax report) issued by the Company to such Member for such year.  Except as otherwise required by law, no Member shall take any tax reporting position that is inconsistent in any respect with any tax reporting positions taken by the Company or any entity in which the Company owns any equity interest, and, in the event of a breach by such Member of the provisions of this Section 8.3(b), such Member shall be liable to the Company and the other Members for any costs, liabilities and damages (including, without limitation, consequential damages) incurred by any of them on account of such breach.

           8.4.           Accounting and Fiscal Year.  The Managing Member shall keep the Company’s books and records on the accrual basis.  The fiscal year of the Company shall end on December 31.

8.5           Tax Matters Partner.  The Managing Member is hereby designated the "Tax Matters Partner" for the Company as such term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”) and all federal, state and local tax audits and litigation shall be conducted under the direction of the Managing Member.  All expenses incurred with respect to any tax matter which does or may affect the Company, including but not limited to expenses incurred in connection with Company level administrative or judicial tax proceedings, shall be paid out of Company assets.  The Tax Matters Partner shall, promptly upon receipt thereof, forward to each Member a copy of any correspondence relating to matters that are of material importance to the Company and/or the Members.  The Tax Matters Partner shall promptly advise each Member in writing of the substance of any  material conversation held with any representative of the Internal Revenue Service which relates to an audit or administrative proceeding relating to a tax return of the Company.

ARTICLE IX

ASSIGNABILITY OF INTERESTS

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

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9.2           Transfer by Members.  No Member may Transfer all or any portion of its Company Interest other than in connection with a Permitted Transfer, without, in the Initial Preferred Member’s case, the consent of the Managing Member, and without, in the Managing Member’s case, the consent of the Initial Preferred Member.

9.3           Additional Member.  A transferee of all or part of the Company Interest of a Member permitted under this Agreement or any Additional Member shall be admitted to the Company as a member and be listed as a Member on the books and records of the Company only if (a) in the case of a Transfer, the transferring Member gives such right to the transferee, (b) except for Transfers to an Affiliate, the Managing Member (or the Initial Preferred Member in the case of a Transfer by the Managing Member) consents to the admission of the transferee, which consent may be withheld in the sole discretion of the party required to grant consent, (c) the transferee or Additional Member shall execute and deliver an agreement reasonably satisfactory to and approved by the Managing Member, agreeing to assume and to be bound by and to comply with all of the terms and conditions of this Agreement applicable to the Members, (d) the transferee or Additional Member shall execute, and deliver all necessary certificates or other documents and perform such other acts as may be required under the Act or other applicable laws and regulations to effectuate the admission of such assignee as a Member and to preserve the status and legal compliance of the Company as reasonably satisfactory to and approved by the Members and (e) the transferee or Additional Member shall pay all reasonable expenses of the Company and the Members connected with the admission including, but not limited to, reasonable legal and accounting fees and disbursements.

9.4           Treatment.  Until compliance with the provisions of Section 9.3, the Company shall be entitled to treat the record owner of any Company Interest as the absolute owner of such Company Interest in all respects and shall incur no liability for Distributions made to such owner.

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

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

ARTICLE X

REDEMPTIONS; PUBLIC OFFERING

10.1         Right to Redeem.     (a)  From and after (i) the earlier of the date which is five (5) years after the date hereof or the occurrence of a Default Event with respect to the Managing Member which has not been cured and provided that the Initial Preferred Member has not exercised its right to remove the Managing Member pursuant to Section 7.6 hereof, the Initial Preferred Member shall have the right to elect to have its entire Company Interest redeemed by the Company, or (ii) the earlier of the date which is five (5) years after the date hereof or the occurrence of a

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Default Event with respect to the Initial Preferred Member which has not been cured, the Managing Member shall have the right to cause the Company to elect to have the entire Company Interest of the Initial Preferred Member redeemed.  At such time as either the Initial Preferred Member or the Managing Member elects to exercise the right set forth in the immediately preceding sentence, such Member shall give written notice to such effect (the “Redemption Notice”) to the Managing Member or the Initial Preferred Member, as applicable.  If the Redemption Notice shall have been delivered by the Managing Member on behalf of the Company, the Initial Preferred Member shall have the right to reject such Redemption Notice by delivering notice to such effect (a “Rejection Notice”) within 10 Business Days of the date of the Redemption Notice to the Managing Member in which case the Redemption Notice shall be deemed void and the Initial Preferred Member shall no longer have any rights to issue a Redemption Notice except following and during the continuance of a Default Event.

(b)           Upon delivery of a Redemption Notice and so long as the Initial Preferred Member has not delivered a Rejection Notice, the Initial Preferred Member shall no longer be entitled to receive any distributions or other payment from the Company except as contemplated by this Section 10.1, and except as set forth in Section 10.1(e) shall have no rights as a Member of the Company and shall solely have rights as a creditor of the Company and the rights set forth in this Section 10.1.

(c)           Unless a Rejection Notice has been delivered, within 30 days of the date of receipt of the Redemption Notice, the Managing Member shall be required to provide the Initial Preferred Member with written notice (the “Redemption Reply Notice”) which shall set forth:  (i) the Managing Member’s determination of the Fair Market Value of all of the Company’s assets and properties including all Permitted Investments and Sidecar Investments; (ii) the Managing Member’s determination of the amount that the Initial Preferred Member would receive pursuant to Section 5.3 hereof if the Company were then liquidated and the Company received net proceeds equal to the amount determined in clause (i) hereof plus the Company’s then cash reserves (the “Company Redemption Amount”); (iii) whether the Managing Member is electing to cause the Company to redeem the Initial Preferred Member’s interest pursuant to Section 10.1(e)(i) or 10.1(e)(ii) hereof; and (iv) all documentation supporting the calculation of the amounts referred to in clauses (i) and (ii).  Within two Business Days of the date on which the Redemption Reply Notice is delivered to the Initial Preferred Member, the Company shall deliver to the Initial Preferred Member an initial payment (the “Initial Redemption Payment”) equal to the greater of:  (i) 20% of the Company Redemption Amount; or (ii) 20% of the then Unreturned Capital Contributions of the Initial Preferred Member.

(d)           The Initial Preferred Member shall have a period of 30 days in which to object to the Company Redemption Amount by delivering written notice thereof to the Managing Member within such 30 day period.  If the Managing Member and the Initial Preferred Member are unable to reach agreement as to the Fair Market Value of the Company’s assets and the corresponding amount payable to the Initial Preferred Member within 10 Business Days following receipt of the Initial Preferred Member’s notice objecting to the Managing Member’s determinations, then, within two Business Days of the expiration of such 10 Business Day period, each of the Company and the Initial Preferred Member shall select a third party, who

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must be independent of all parties hereto, to act as its arbitrator, and the two party-selected arbitrators shall select a third arbitrator within 10 Business Days of their appointment.  If the party-selected arbitrators are unable or fail to agree upon the third arbitrator within the time provided, the third arbitrator shall be selected by the American Arbitration Association (such agreed upon third party arbitrator is referred to herein as the “Qualified Arbitrator”).  Within 10 Business Days of the selection of the Qualified Arbitrator, (i) the Company shall deliver to the Qualified Arbitrator the Company Redemption Amount and (ii) the Initial Preferred Member shall deliver to the Qualified Arbitrator the Initial Preferred Member’s determination of the Fair Market Value of the Company’s assets and properties including all Permitted Investments (the “Initial Preferred Member Redemption Amount”).  Upon receipt by the Qualified Arbitrator of the Company Redemption Amount and the Initial Preferred Member Redemption Amount, (i) the Qualified Arbitrator may submit follow-up questions to either party, and such parties shall have the right to respond to such questioning by the Qualified Arbitrator, (ii) each party shall have the right to submit one written response to the other party’s response to the Qualified Arbitrator pursuant to subclause (i), and (iii) copies of all written materials submitted to the Qualified Arbitrator (and summaries of all discussions with the Qualified Arbitrator relating to the determination of the Fair Market Value of the Company’s Permitted Investments) shall be promptly provided to the other party.  The Qualified Arbitrator shall promptly deliver to the Managing Member and the Initial Preferred Member its determination in writing, which determination shall be made subject to the definitions and principles set forth in this Agreement and shall select either the Company Redemption Amount or the Initial Preferred Member Redemption Amount, and no compromise position.  The fees and expenses of the Qualified Arbitrator shall be paid one-half by the Company and one-half by the Initial Preferred Member.  The determination of the Qualified Arbitrator shall be final, binding and conclusive for purposes of this Section 10.1 and enforceable as an arbitration award, and shall represent the exclusive remedy with respect to the determination of the Redemption Value.

(e)           The Company shall redeem the Initial Preferred Member’s entire Company Interest either:

(i)           by making a payment in immediately available funds to the Initial Preferred Member by the later of (x) 120 days of the date of the Redemption Notice or (y) 30 days after the final determination of the Redemption Value, of an amount equal to (1) the Redemption Amount less the Initial Redemption Payment, plus (2) the Redemption Return; or

(ii)           by making one or more payments in immediately available funds to the Initial Preferred Member over a period of time not to exceed 24 months from the date of the Redemption Notice, which payments aggregate the greater of;

(1) the sum of (x) the Redemption Amount less the Initial Redemption Payment, and (y) a return thereon equal to the greater of (A) 10% or (B) the Redemption Return, or

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(2)           the aggregate distributions that such Initial Preferred Member would receive if the Company were liquidated on the date on which the

Company satisfies its obligations under this Section 10.1(e)(ii) less any payments made prior to such date pursuant to clause (1) of this Section 10.1(e)(ii).

If the Company elects to redeem the Initial Preferred Member’s Company Interest pursuant to Section 10.1(e)(ii) hereof, (i) the Company shall apply all Capital Proceeds first to the satisfaction of the amounts payable to the Initial Preferred Member pursuant to this Section 10.1(e) prior to making any distributions of Capital Proceeds pursuant to Section 5.3 hereof, (ii) while any amounts due to the Initial Preferred Member are outstanding, the covenants and obligations of the Managing Member and the Company pursuant to Article XIV of this Agreement shall remain in full force and effect and (iii) the Initial Preferred Member shall have all other equitable rights as a creditor of the Company permitted under applicable law.  If the Company fails to make any payment to the Initial Preferred Member pursuant to this Section 10.1(e) within ten (10) days after such amount is due, then each of the following shall occur, in each case until such payment is made in full to the Initial Preferred Member and as if the Initial Preferred Member were still a Member under this Agreement: (i) a Default Event shall be deemed to have occurred and continuing with respect to the Managing Member, and (ii) the Initial Preferred Member shall have the right to remove the Managing Member pursuant to Section 7.6.

10.2           Public Offering.  If the Company makes a Public Offering, the Initial Preferred Member will have the right to elect to be the exclusive selling equityholders in any secondary Public Offering during the first 24 months following the closing of the Company’s initial Public Offering.  Following the date that is 24 months following the closing of the Company’s initial Public Offering, any securities to be sold by selling shareholders shall be allocated among the Preferred Members and the Common Members based on the number of securities then hold by each of them excluding any securities acquired after the initial Public Offering.

ARTICLE XI

REPRESENTATIONS AND WARRANTIES

11.1           Representations of the Members.  Each of the Initial Preferred Member and the Managing Member represents and warrants solely as to itself to each of the other Members and the Company as follows:

(i)             this Agreement constitutes the valid and binding agreement of such Member, enforceable against such Member in accordance with its terms, subject as to enforcement of bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principles of equity;

(ii)            such Member has been duly formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of the state of its formation, with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby;

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(iii)          such Member has all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action by such Member is necessary to authorize the execution or delivery of this Agreement;

(iv)           this Agreement has been duly and validly executed and delivered by such Member and the execution, delivery and performance hereof by such Member does not and will not (i) require the approval of any other Person, or (ii) contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon such Member’s assets under, any indenture, mortgage, loan agreement, lease or other agreement or instrument to which such Member is a party or by which such Member or any of its assets is bound;

(v)            the consummation of the transactions contemplated herein will not result in any violation of the organizational documents of such Member;

(vi)           such Member has the financial capacity to perform its obligations under this Agreement;

(vii)          except as explicitly set forth herein, no finder’s, broker’s or similar fee or commission has been paid or shall be paid by such Member to any individual or organization in connection herewith;

(viii)         there is no action, suit or proceeding pending or, to its knowledge, threatened against such Member that questions the validity or enforceability of this Agreement or, if determined adversely to it, would materially adversely affect the ability of such Member to perform its obligations hereunder;

(ix)            such Member is not the subject of any Bankruptcy;

(x)             to such Member’s knowledge, such Member has not received from any governmental agency any notice of violation of any law, statute or regulation which would have a material adverse effect on the Partnership;

(xi)            to such Member’s knowledge, such Member is not in default in the performance or observation of any obligation under any agreement or instrument to which it is a party or by which it or any of its assets is bound, which default would individually or in the aggregate with other defaults materially adversely affect the business or financial condition of such Member or the Partnership;

(xii)           such Member’s true and correct social security or tax identification number, as the case may be, is set forth below such Member’s name on Schedule 1 hereto; and

(xiii)          such Member (which for the purposes of this Section 11.1(m) includes its partners, members, principal stockholders owning more than ten percent (10%) of the outstanding capital stock of such Member, and any other constituent entities) (1) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official

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website, http://www.treas.gove/ofac/t11sdn.pdf or at any replacement website or other replacement official publication of such list, and (2) is currently in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

ARTICLE XII

DISSOLUTION, LIQUIDATION AND TERMINATION

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

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

(ii)          At the election of the Managing Member with the consent of the Advisory Committee;

(iii)         The entry of a decree of judicial dissolution under Section 702 of the Act.

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

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

12.3         Distributions Upon Liquidation.  (a)  Upon dissolution of the Company, the Managing Member or a liquidator appointed pursuant to Section 12.2, shall liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, and apply and distribute the proceeds thereof:

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

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

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(iii)         The balance, if any, to the Members in the manner provided in Article V hereof, provided that no Member shall be distributed any amount in excess of such Member’s positive Capital Account balance, (after giving effect to all contributions, distributions, and allocations for all periods),and any excess shall instead be distributed to the Members with positive Capital Account balances, in proportion to such positive Capital Account balances.

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

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

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

ARTICLE XIII

LIABILITY, EXCULPATION

AND INDEMNIFICATION

13.1         Liability.  (a) Neither the Managing Member, nor its members, officers, directors, employees, managers, principals, legal and beneficial owners or affiliates shall be liable, responsible or accountable in damages or otherwise to the Company or any of the Members, their respective successors, assignees or transferees or to third parties for any act performed or omitted to be performed by them on behalf of the Company and in a manner reasonably believed by them to be within the scope of the authority granted to them by this Agreement except when such action or failure to act constitutes gross negligence, fraud or willful misconduct.  Moreover, neither the Managing Member, nor its members, officers, directors, employees, managers, principals, legal and beneficial owners or affiliates, shall have any liability to the Company for any losses suffered by it due to the action or inaction of any agent retained by the Company, whether through negligence, dishonesty or otherwise, provided that the agent was selected with reasonable care.  The Managing Member may consult with counsel and accountants in respect of the Company’s affairs and be fully protected and justified in any action or inaction which is taken or omitted to be taken in good faith and in accordance with the information, reports, statements, advice or opinion provided by such persons, provided that they were selected with reasonable care and the matter consulted is reasonably believed by the Managing Member to be within such persons’ professional or expert competence.  Notwithstanding the foregoing, nothing in this Agreement shall in any way constitute

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a waiver or limitation of any rights which the Members may have under federal or state securities laws.

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

13.2         Indemnification.  The Company shall indemnify and hold harmless the Managing Member and its members, officers, directors, employees, managers, members, legal and beneficial owners and affiliates, and other representatives, as the case may be, from and against any and all claims, losses, damages or expenses suffered or sustained by them as a result of or in connection with any act performed or omitted to be performed by them under this Agreement or otherwise on behalf of the Company, whether incurred in an action between the parties hereto or otherwise, including without limitation (i) any judgment, settlement, reasonable attorney’s and accountant’s fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding and (ii) that certain Limited Guaranty entered into by Lexington Realty Trust in connection with the currently existing Credit Facility by and among the Company, 111 Debt Acquisitions LLC and Column Financial, Inc.; provided, however, that no such person shall be so indemnified to the extent that such claims, losses, damages or expenses shall have been finally determined in a judicial proceeding to be the result of any such person’s gross negligence, fraud or willful misconduct.  The Managing Member may, in its sole discretion, advance to any person or entity entitled to indemnification hereunder reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action or proceeding for which indemnity may be sought hereunder, provided that all such advances will be promptly repaid if it is subsequently determined that the person or entity receiving such advance was not entitled to indemnification hereunder.  Any indemnity under this Section 13.2 shall be paid from, and only to the extent of, Company’s assets, and no Member shall have any personal liability on account thereof.  All rights to indemnification permitted in this Agreement and payment of associated expenses shall not be affected by the termination and dissolution of the Fund or the removal, withdrawal, insolvency, bankruptcy, termination, or dissolution of the Managing Member.

ARTICLE XIV

SPECIAL COVENANTS

14.1         Total Debt.  The Managing Member shall cause the Company to maintain an amount of Total Debt that does not exceed the Total Debt Limit at the end of three consecutive months; provided, that if the Total Debt Limit is exceeded at the end of three consecutive months, then beginning on the first day of the next succeeding month:  (i) the Initial Preferred Member shall be entitled to a Distribution Rate Step-Up until such time as the Total Debt does not exceed the Total Debt Limit and (ii) a Default Event shall be deemed to have occurred with respect to the Managing Member.

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14.2           Short Term Debt.  If, after the Managing Member contributes the Managing Member Preferred Capital up to the maximum of $75,000,000 pursuant to Section 3.7, the Short Term Debt still exceeds the Short Term Debt Limit at the end of three consecutive months, then each of the following shall occur, in each case beginning on the first day of the next succeeding month and, with respect to clauses (i) through (iv), lasting until the Short Term Debt ceases to exceed the Short Term Debt Limit (inclusive of the Managing Member Preferred Capital): (i) unless otherwise consented to in writing by the Initial Preferred Member in its sole discretion, the Company shall not incur any additional Short Term Debt and shall apply all proceeds from its Permitted Investments to the repayment of Short Term Debt, (ii) the Initial Preferred Member shall have no obligation to make any additional Capital Contributions, (iii) the Initial Preferred Member shall have the right to cause the Company to sell such Loan Assets as the Initial Preferred Member determines in its reasonable discretion so that the Short Term Debt ceases to exceed the Short Term Debt Limit (iv) the Initial Preferred Member shall be entitled to a Distribution Rate Step-Up and (v) a Default Event shall be deemed to have occurred with respect to the Managing Member.

14.3           Capital Commitment Financing.  The Managing Member shall have the right to cause the Company to obtain financing secured by the unpaid capital commitments of the Members (which amount will not exceed 75% of the aggregate Maximum Capital Contributions of all Members) on such terms as may be determined by the Managing Member; provided, however, that (i) the maximum borrowing that may be obtained shall not exceed 50% of such unpaid capital commitments and (ii) the Members whose Capital Contributions secure the financing shall receive one-half of the benefit derived from interest savings on the amount borrowed against their respective unpaid capital commitments.  Any such financing pursuant to this Section 14.3 shall not be considered Short Term Debt.

14.4           Sidecar Investments.  (a)  If the Initial Preferred Member elects to make an Additional Capital Contribution pursuant to Section 3.5(i)(4) hereof, then (i) if the Additional Capital Contribution is made to the Company as contemplated by clause (A) thereof, all distributions from the Sidecar Investment Entity to the Company shall be distributed in accordance with Article V hereof or (ii) if the Additional Capital Contribution is made to the Sidecar Investment Entity as contemplated by clause (B) thereof, the Initial Preferred Member shall be entitled to such distributions as are set forth in the organizational documents for such Sidecar Investment Entity and the Initial Preferred Member shall be entitled to be indemnified from the liabilities of the general partner or managing member of such entity.

  (b)          If the Initial Preferred Member elects not to make an Additional Capital Contribution pursuant to Section 3.5(i)(4) hereof, then Lex-Win and/or any of its Affiliates shall have the right to make an investment in such Sidecar Investment Entity on its own behalf without any restrictions set forth under this Agreement, and in such event neither the Initial Preferred Member nor the Company shall have any rights with respect to such Sidecar Investment Entity; provided, however, that in no event (either during or after expiration of the Commitment Period) shall any such Sidecar Investment materially adversely affect the Initial Preferred Member’s then-existing rights or economic position as a Member of the Company.

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ARTICLE XV

MISCELLANEOUS

15.1           Notices.  Any notices, elections or demands permitted or required to be made under this Agreement shall be in writing, signed by the Member giving such notice, election or demand and shall be deemed to have been given (i) when personally delivered with signed delivery receipt obtained, (ii) when transmitted by facsimile machine with printed confirmation of successful transmission to the appropriate facsimile number being obtained by the sender from the sender's facsimile machine, (iii) when transmitted by electronic mail, provided such electronic mail is followed by delivery by one of the other methods set forth in this Section 15.1, or (iv) three business days after such notice has been deposited in the United States first class mail if sent postage prepaid by registered or certified mail, return receipt requested, in each case addressed to such Member at the address set forth on Schedule 1 hereto; provided further, that copies of all notices, elections or demands made to Lex-Win shall be sent to Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, New York 10119-4015, Attention: Joseph S. Bonventre.  A Member may change the address to which notices shall be sent by written notice to all Members (said change of addresses to be effective upon receipt by all Members).

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

15.3           Amendments.  Except as otherwise provided in this Agreement, this Agreement may only be amended by a written document approved by and duly executed by all of the Members; provided, however, that the Managing Member shall be permitted to make such amendments as may be necessary to correct scrivener’s errors without the consent of any other Member.

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

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

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waiver to or of any other breach or default in the performance of the same or any other obligation under this Agreement.  No waiver or consent shall be effective unless in writing.

15.6           Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

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

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

15.9           Counterparts.  This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute but one and the same instrument; signature and acknowledgment pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature and acknowledgement pages are physically attached to the same document.  This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and delivery to each of the Members of a fully executed original counterpart of this Agreement.

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

15.11         No Third Party Beneficiaries.  Nothing in this Agreement, expressed or implied, is intended to confer any rights or remedies upon any Person, other than the Members and, subject to the restrictions on assignment contained herein, their respective successors and assigns.

15.12         Expenses. Each party hereto shall pay all of its own legal and accounting fees and expenses incurred in connection with the preparation and negotiation of this Agreement and any agreements ancillary hereto.

15.13         Governing Law.  This Agreement and the obligations of the Members hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Delaware without regard to its choice of law provisions.  Except as otherwise provided herein, the rights and obligations of the Members and the administration and termination of the Company shall be governed by the Act.

15.14         Jurisdiction; Venue. Each party hereto hereby irrevocably and unconditionally (a) agrees that any action, suit or other legal proceeding brought in connection with or relating to this Agreement or any matter contemplated hereby shall be brought exclusively in a court of competent jurisdiction located in New Castle County, Delaware, whether a state or federal court,

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and shall not be brought in any court or forum outside New Castle County, Delaware; (b) consents and submits to, and agrees that it will not assert (by way of motion, as a defense or otherwise) that it is not subject to, personal jurisdiction in connection with any such action, suit or proceeding in any such court; and (c) waives to the fullest extent permitted by law, and agrees that it will not assert (by way of motion, as a defense or otherwise), any claim that the laying of venue of any such action, suit or proceeding in any such court is improper or that any such action, suit or proceeding brought in any such court was brought in an inconvenient forum or should be stayed by reason of the pendency of some other action, suit or other legal proceeding in a court or forum other than any such court.

           15.15              Jury Waiver. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, AND AGREES THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR ANY MATTER CONTEMPLATED HEREBY.

[The following page is the signature page]

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

MANAGING MEMBER
LEX-WIN CONCORD HOLDINGS LLC
By:	WRP SUB-MANAGEMENT LLC, its
	Administrative Manager
	By:           /s/ Peter Braverman
		Peter Braverman
		President

INLAND
INLAND AMERICAN (CONCORD) SUB, LLC
By:	INLAND AMERICAN REAL ESTATE TRUST,
	INC., its managing member
	By:           /s/ Lori Faust
		Lori Faust
		Treasurer

[Signature page to the Second Amended and Restated Limited Liability Company Agreement of
Concord Debt Holdings LLC]

Schedule 1

Member	Class	Initial Capital   Commitment	Maximum Capital   Contribution
Inland American (Concord) Sub, LLC 2901 Butterfield Road Oak Brook, IL  60523 Taxpayer ID#: 26-2947565	Preferred	$20,000,000.00	$100,000,000.00
Lex-Win Concord LLC 7 Bulfinch Place Suite 500 Boston, MA 02114 Taxpayer ID#:  26-2953404	Common	$325,000,000	Unlimited
	Preferred	$0	$75,000,000.00

Schedule 7.4

Mezzanine Loan and Security Agreement dated as of April 12, 2007 between MS Resorts III, LLC as Mezzanine Borrower and Morgan Stanley Mortgage Capital Inc., as Mezzanine Lender.

Exhibit A

INVESTMENT CRITERIA

Loan Assets: First mortgage loans, B-notes, mezzanine loans and preferred equity so long as the loan to current market value does not exceed 85%.

Equity Securities: Up to 1% of the outstanding common stock of any publicly traded mortgage REIT, provided that the aggregate ownership of such securities does not exceed 3% of total assets of the Company, but only in the case where the Company intends to pursue control of the target company.  No equity instrument shall be acquired that represents more than 80% of the then current equity value of the underlying property.

Asset Classes: Multifamily apartments, office, retail, warehouse and hospitality assets provided hospitality does not exceed 27.5% of total assets of the Company.

Prohibited Asset Classes: Specialty use assets (R&D, healthcare, industrial, call centers, data centers, golf courses, auto dealerships, etc.), all development, residential projects, raw or infrastructered land, condominium projects and assets located outside of the United States.

Financial Restrictions: 95% of newly acquired assets will have an underwritten DSCR (including any amortization) at the time of closing of:

(i) 1.1:1 or greater

- excluding reserves

                - or where occupancy exceeds 90% at acquisition

(ii) if at 1.1:1 there must be a

- fully funded interest reserve

- together with a fully funded TI and LC reserve

(iii) if less than 1.1:1

- no deals may be done with 70% or less occupancy

- DSCR for the ensuing 24 month period reaches a stabilized level of 1.1:1 or greater

- approval from the Advisory Committee (including at least one member appointed by the Initial Preferred Member ) will be required

No instrument will be acquired where the Company owns less than 51% of the entire class of debt, except where: (i) the “last dollar loss” is less than 65% of the underlying property value at closing and the debt instrument exceeds $50 million, (ii) for debt securities (all

of which require prior to acquisition the approval of the Advisory Committee, including at least one member appointed by the Initial Preferred Member), the projected leveraged yield of the instrument at closing is 12.5% or greater, (iii) for equity securities the current dividend yield is 7.5% or greater.

EX-10.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

LEX-WIN CONCORD LLC

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

RECITALS:

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

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

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

ARTICLE I

CERTAIN DEFINITIONS

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

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

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

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

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

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

Audit Committee:  As defined in Section 3.2 hereof.

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

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

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

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

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

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

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

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

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

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Company:  Lex-Win Concord LLC

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

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

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

Concord:  As defined in the Recitals hereto.

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

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

Default Event:  As defined in the Concord Operating Agreement.

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

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

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

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

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

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

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

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

Initial Administrative Manager:  WRP Sub-management LLC

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

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

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

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

Lexington Change of Control:  Any of

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

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

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

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

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

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

Loan Asset:  As defined in the Concord Operating Agreement.

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

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

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

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

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

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

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

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

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

Permitted Investment:  As defined in the Concord Operating Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sale Interest:  The Company Interest of the Selling Member.

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

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

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

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

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

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

WRT Change of Control:  Any of

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

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

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

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

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

WRP Management:  As defined in the Recitals hereto.

1.2           Other Terms.  Unless the context shall require otherwise:

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

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

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

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

ARTICLE II

GENERAL PROVISIONS

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

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

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

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

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

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

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

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

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ARTICLE III

MANAGEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV

CAPITAL CONTRIBUTIONS

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V

ALLOCATIONS OF PROFIT AND LOSS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VI

DISTRIBUTIONS

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

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

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

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

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

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

ARTICLE VII

BOOKS AND RECORDS; ACCOUNTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

ASSIGNABILITY OF INTERESTS; ADDITIONAL MEMBERS

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

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

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

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

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

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

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

ARTICLE IX

BUY/SELL RIGHTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE X

REPRESENTATIONS, WARRANTIES AND COVENANTS

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

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

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

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

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

ARTICLE XI

DISSOLUTION, LIQUIDATION AND TERMINATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE XII

LIABILITY, EXCULPATION AND INDEMNIFICATION

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

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

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

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

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

ARTICLE XIII

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

WRT REALTY L.P.
By:	Winthrop Realty Trust
	General Partner
	By:           /s/ Peter Braverman
		Peter Braverman
		President

THE LEXINGTON MASTER LIMITED PARTNERSHIP
By:	Lex GP-1 Trust
	General Partner
	By:           /s/ Joseph S. Bonventre
		Joseph S. Bonventre
		Senior Vice President

WRP SUB-MANAGEMENT LLC
By:           /s/ Michael L. Ashner
	Michael L. Ashner
	Chief Executive Officer

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Schedule 1

MAJOR DECISIONS

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

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

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

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

5. The amendment of any Advisory Agreement.

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

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

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

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

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

11. Any amendments this Agreement

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

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Schedule 2

AUDIT COMMITTEEE AUTHORITY

Purpose:

Provide oversight responsibility relating to the:

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

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

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

Authority

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

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

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

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

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

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

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

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

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

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

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EX-10.3

ADMINISTRATION AND ADVISORY AGREEMENT

AMONG

LEX-WIN CONCORD LLC,

WRP MANAGEMENT LLC

AND

WRP SUB-MANAGEMENT LLC

Dated as of August 2, 2008

ADMINISTRATION AND ADVISORY AGREEMENT

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

WITNESSETH:

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

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

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

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

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE II

RETENTION OF ADVISOR

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

ARTICLE III

RESPONSIBILITIES OF ADVISOR

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

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

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

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

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

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

3

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

3.3         [intentionally omitted]

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

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

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

3.7        Book and Records; Confidentiality.

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

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

4

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

3.8        Obligations of Administrative Manager; Restrictions.

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

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

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

5

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

ARTICLE IV

INDEMNIFICATION

4.1        Indemnity.

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

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

6

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

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

ARTICLE V

COMPENSATION

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

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

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

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

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

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

ARTICLE VI

EXPENSES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

TERM OF AGREEMENT; TERMINATION

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

7.2          Right of Termination.  This Agreement may be terminated (i) by either party at any time and for any reason or no reason at all upon45 days’ prior written notice to the other party or (ii) immediately for Cause.

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

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

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

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

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

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

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

ARTICLE VIII

MISCELLANEOUS PROVISIONS

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

To Lex-Win or Management:
	Lex-Win Concord LLC WRP Management LLC Two Jericho Plaza Wing A Suite 111 Jericho, New York 11753 Telephone No.:   (516) 822-0022 Telecopier No.:   (516) 433-2777 Attention:    Peter Braverman
With a copy to:	Lexington Realty Trust
	One Penn Plaza Suite 4015 New York, New York 10119 Telephone No.:   (212) 692-7200 Telecopier No.:   (212) 594-6600 Attention:  Joseph Bonventre
To the Administrative Manager:
	WRP Sub-management LLC Two Jericho Plaza Wing A Suite 111 Jericho, New York 11753 Telephone No.:   (516) 822-0022 Telecopier No.:   (516) 433-2777 Attention:    Michael L. Ashner

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[signatures on following page]

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

LEX-WIN CONCORD LLC   By:          The Lexington Master Limited Partnership, a member   By:          Lex GP-1 Trust, its General Partner   By:           /s/ Joseph S. Bonventre Joseph S. Bonventre Senior Vice President   By:           WRT Realty, L.P., a member   By:         Winthrop Realty Trust its General Partner   By:           /s/ Peter Braverman        Peter Braverman President WRP MANAGEMENT LLC   By:          Lex-Win Concord LLC, its sole member   By:         The Lexington Master Limited Partnership, a member   By:         Lex GP-1 Trust, its General Partner   By:           /s/ Joseph S. Bonventre Joseph S. Bonventre Senior Vice President   By:          WRT Realty, L.P., a member   By:         Winthrop Realty Trust its General Partner   By:           /s/ Peter Braverman        Peter Braverman President

WRP SUB-MANAGEMENT LLC

By: /s/ Michael L. Ashner                                                                             

Michael L. Ashner

Chief Executive Officer

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EX-99.1

Exhibit 99.1

CONCORD DEBT HOLDINGS ANNOUNCES SECOND QUARTER INVESTMENT

BONDS IMPAIRMENT CHARGES

Boston, August 1/PR Newswire-FirstCall/--Concord Debt Holdings LLC (“Concord”), a 50-50 joint venture debt platform between Winthrop Realty Trust (NYSE:FUR) and Lexington Realty Trust (NYSE:LXP) formed to originate and acquire real estate debt securities and real estate loans, today announced that in connection with its quarterly in depth review of its loan and bond portfolio, it will be taking other than temporary impairment charges (“non-temporary charges”) of approximately $50.4 million relating to its $203.2 million bond portfolio for the quarter ending June 30, 2008, of which each of Lexington and Winthrop will recognize 50% of this impairment.  Together with prior non-temporary charges taken of approximately $16.4 million, total non-temporary charges taken will have increased to approximately $66.8 million in the aggregate.  In so doing, management elected to include in this charge all existing balance sheet mark to market charges for its bond portfolio.  The determination to make this adjustment at this time primarily reflects management’s concerns with respect to the present bond market conditions and its view of the absence of any near or mid-term recovery in that market, as well as a review of the performance and quality of the underlying loan collateral.  In this regard, it is important to note that except as to one CMBS bond with a current principal balance of $14.2 million, the portfolio is current with respect to all payments of interest and principal.  In addition, with respect to two of Concord’s loans, management has determined to take an aggregate loan reserve of $2.2 million on its $911.4 million loan portfolio reflecting its view of potential losses which may be realized.  Neither of these loans, which have an aggregate principal balance of $28.5 million, is in monetary or non-monetary default at this time.

Regarding these accounting charges, Michael L. Ashner, Chief Executive Officer of Winthrop, commented, “Together with the non-temporary charges taken in previous periods, these additional charges to our bond portfolios are intended to reflect management’s current views as to their value taking into consideration both our near and long term concerns regarding the absence of liquidity and the extreme volatility of the markets in which the bonds trade.  Management’s assessment and determination of the appropriate charges is further based on an ongoing comprehensive review and stress analysis of the underlying real estate collateral supporting our bond portfolio.  Finally, rather than characterizing current market reductions as either temporary or non-temporary charges, management has now elected in all cases to characterize all of the existing charges as non-temporary charges in view of our expressed concerns relating to long term bond market conditions.  The reserves to our loan portfolio similarly reflect our current viewpoint as to these two particular loans in the context of overall real estate market conditions.”

About Lexington Realty Trust

Lexington Realty Trust is a real estate investment trust that owns, invests in, and manages office, industrial and retail properties net-leased to major corporations throughout the United States and provides investment advisory and asset management services to investors in the net lease area. Lexington shares are traded on the New York Stock Exchange under the symbol "LXP". Additional information about Lexington is available on-line at http://www.lxp.com or by contacting Lexington Realty Trust, Investor Relations, One Penn Plaza, Suite 4015, New York, New York 10119-4015.  Further details regarding Lexington Realty Trust’s results of operations,

properties, and tenants are available in Lexington’s Quarterly Report filed on Form 10-Q for the quarter ended June 30, 2008 which will be filed with the Securities and Exchange Commission and will be available for download at Lexington’s website www.lxp.com or at the Securities and Exchange Commission website www.sec.gov.

About Winthrop Realty Trust

Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts.  Through its subsidiaries and joint ventures, Winthrop acquires, owns, and manages a portfolio of office, retail, and industrial properties.  Additional information about Winthrop is available on-line at http://www.winthropreit.com or by contacting Winthrop Realty Trust, Investor Relations, 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114.  Further details regarding Winthrop Realty Trust’s results of operations, properties, and tenants are available in Winthrop’s Quarterly Report filed on Form 10-Q for the quarter ended June 30, 2008 which will be filed with the Securities and Exchange Commission and will be available for download at Winthrop’s website www.winthropreit.com or at the Securities and Exchange Commission website www.sec.gov.

 “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  With the exception of the historical information contained in this news release, the matters described herein contain “forward-looking” statements that involve risk and uncertainties that may individually or collectively impact the matters herein described. Forward-looking statements, which are based on certain assumptions and describe Concord's future plans, strategies and expectations, are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "estimates," "projects" or similar expressions. Concord undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that Concord's expectations will be realized.

SOURCE Concord Debt Holdings LLC

Contact: Beverly Bergman, Concord Debt Holdings LLC, +1-617-570-4600,
bbergman@firstwinthrop.com.

EX-99.2

Exhibit 99.2

CONCORD DEBT HOLDINGS LLC

RECEIVES $100 MILLION CAPITAL COMMITMENT

Boston, August 4/PRNewswire-FirstCall/ -- Concord Debt Holdings LLC (“Concord”), a joint venture debt platform between Winthrop Realty Trust (NYSE:FUR) and Lexington Realty Trust (NYSE:LXP) formed to originate and acquire real estate securities and real estate related loans, today announced that a subsidiary of Inland American Real Estate Trust Inc. (“Inland American”) has entered into an agreement to contribute up to $100 million in capital over the next 18 months to Concord, with an initial investment of $20 million.  Under the terms of the agreement, additional contributions by Inland American are to be used primarily for the origination and acquisition of additional debt instruments including, whole loans, B notes and mezzanine loans.  Further, provided certain terms and conditions are satisfied, including payment of Inland American’s 10% priority return, both Winthrop and Lexington may elect to reduce their aggregate capital investment in Concord to $200 million through distributions of principal payments from the retirement of existing loans and bonds in Concord’s current portfolio.

Michael L. Ashner, Chief Executive Officer of Winthrop stated “We welcome Inland American’s show of confidence in our platform and investment strategy as well as its capital commitment to Concord which will enable the company to continue to grow and improve its earnings through the acquisition of higher yielding debt investment opportunities reflective of the current real estate loan market.”

Inland American Real Estate Trust, Inc. was represented in the transaction by Inland Institutional Capital Partners Corporation, who specializes in raising private equity and identifying large scale private equity investments for Inland’s real estate companies and REITs.  Further information relating to the investment in Concord will be set forth in Winthrop Realty Trust’s Current Report on Form 8-K and Lexington Realty Trust’s Current Report on Form 8-K, both of which will be filed today with the Securities and Exchange Commission.

About Inland American Real Estate Trust, Inc.

Inland American Real Estate Trust, Inc. is a real estate investment trust focused on the ownership of a diversified portfolio, including retail, office, multi-family, lodging and industrial properties within the United States and Canada.  Inland American acquires assets either directly or by acquiring REITs or other real estate operating companies.  As of March 31, 2008, Inland American owned, directly or indirectly through joint ventures in which it has a controlling interest, 882 properties, representing over 35 million square feet and including 14,472 rooms.  Inland American Real Estate Trust, Inc. is sponsored by an affiliate of The Inland Real Estate Group of Companies, Inc.  For more information about Inland American Real Estate Trust, Inc., please visit www.inland-american.com.

About Lexington Realty Trust

Lexington Realty Trust is a real estate investment trust that owns, invests in, and manages office, industrial and retail properties net-leased to major corporations throughout the United States and provides investment advisory and asset management services to investors in the net

lease area. Lexington shares are traded on the New York Stock Exchange under the symbol "LXP". Additional information about Lexington is available on-line at http://www.lxp.com or by contacting Lexington Realty Trust, Investor Relations, One Penn Plaza, Suite 4015, New York, New York 10119-4015.

About Winthrop Realty Trust

Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts.  Through its subsidiaries and joint ventures, Winthrop acquires, owns, and manages a portfolio of office, retail, and industrial properties.  Additional information about Winthrop is available on-line at http://www.winthropreit.com or by contacting Winthrop Realty Trust, Investor Relations, 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114.

 “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  With the exception of the historical information contained in this news release, the matters described herein contain “forward-looking” statements that involve risk and uncertainties that may individually or collectively impact the matters herein described. Forward-looking statements, which are based on certain assumptions and describe Concord's future plans, strategies and expectations, are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "estimates," "projects" or similar expressions. Concord undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that Concord's expectations will be realized.

SOURCE Concord Debt Holdings LLC

Contact: Beverly Bergman, Concord Debt Holdings LLC, +1-617-570-4600,
bbergman@firstwinthrop.com.