UNDERTAKING
This
Undertaking is made and delivered this 7th day of November, 2005
by
FUR HOLDINGS LLC, a Delaware limited
liability company ("Holdings") and FUR
Advisors LLC ("Advisors"). Concurrently
with the delivery of this Undertaking,
First Union Real Estate Equity and Mortgage
Investments, an Ohio trust ("First
Union") and Advisors are entering into that
certain Amended and Restated
Advisory Agreement (the "Advisory
Agreement") pursuant to which First Union is
retaining Advisors to provide advisory
services to First Union. It is
acknowledged and agreed by Holdings and
Advisors that this Undertaking is made
as an inducement to First Union to enter
into the Advisory Agreement. Each
capitalized term used herein and not
otherwise defined shall have the meaning
ascribed thereto in the Advisory
Agreement.
WHEREAS,
Holdings is the sole member of Advisors and holds an 80%
membership interest in NKT Advisors LLC
("NKT"), which has agreed to provide
advisory services pursuant to the Newkirk
Advisory Agreement;
WHEREAS,
Holdings and Advisors acknowledge that it is an inducement and
a
condition to First Union entering into the
Advisory Agreement that Holdings
deliver this Undertaking;
WHEREAS,
Holdings and Advisors are deriving material benefit from First
Union entering into the Advisory Agreement
and are delivering this Undertaking
to induce First Union to enter into the
Advisory Agreement.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby
acknowledged, Holdings and Advisors hereby
jointly and severally agree as follows.
1.
Undertakings
a. At all times from and after a termination (if any) of the
Advisory
Agreement and during such period as the Newkirk Advisory
Agreement
is then in effect, Holdings shall pay or cause to be paid to
First
Union within five days of receipt thereof by Holdings (i) an
amount
equal to
80% of all payments made to NKT pursuant to the Newkirk
Advisory
Agreement
on account of the Incentive Management Fee (as defined in the
Newkirk
Advisory Agr
