DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILINGLightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • Nebraska
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (this “Security Instrument”) dated as of December 20, 2006, by LVP OAKVIEW STRIP CENTER LLC, a Delaware limited liability company, as trustor (hereinafter, “Borrower”), having its chief executive offices c/o The Lightstone Group, 326 Third Street, Lakewood, New Jersey 08701, ”), to Robert M. Gonderinger, a member of the Nebraska State Bar Association, as Trustee (“Trustee”), whose address is 2120 South 72nd Street, Suite 1200, Omaha, Nebraska 68124, for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as beneficiary (“Lender”), whose address is Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262.
ADVISORY AGREEMENT AMONG LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., LIGHTSTONE VALUE PLUS REIT LP and LIGHTSTONE VALUE PLUS REIT LLCAdvisory Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Advisory Agreement (this “Agreement”) dated as of April 22, 2005 is among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT LP, a Delaware limited partnership (the “OP”), and Lightstone Value Plus REIT LLC, a Delaware limited liability company (the “Advisor”). The Company and the OP are sometimes referred to herein collectively as the “Advisees” and each individually as an “Advisee.”
FORM OF MANAGEMENT AGREEMENTManagement Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This management agreement (this “Management Agreement”) is made and entered into as of the 22nd day of April, 2005, by and among LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the “Company”), LIGHTSTONE VALUE PLUS REIT LP, a Delaware limited partnership (the “OP”, and together with the Company, the “Owner”), and LIGHTSTONE VALUE PLUS REIT MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).
CARRIAGE PARK MI LLC., as Mortgagor To CITIGROUP GLOBAL MARKETS REALTY, INC., as Mortgagee MORTGAGELightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • New York
THIS MORTGAGE CONSTITUTES A FUTURE ADVANCE MORTGAGE AND SECURES FUTURE ADVANCES UNDER ACT 348 OF THE PUBLIC ACTS OF 1990, AS AMENDED (MCLA §565.901, ET SEQ.) UNDER MICHIGAN LAW.
GUARANTYLightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • New York
THIS GUARANTY (“Guaranty”) is executed as of March 31, 2006, by LIGHTSTONE HOLDINGS, LLC, a Delaware limited liability company ("Guarantor”), for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”).
EXCHANGE RIGHTS AGREEMENTExchange Rights Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of June __, 2008, is entered into by and among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT LP, a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AND CONVEYANCE AGREEMENT (this “Agreement”), dated as of June 26, 2008, by and between ARBOR NATIONAL CJ, LLC, a New York limited liability company (“Transferor”), and LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“Transferee”).
CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 8, 2009Contribution Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 8, 2009, is made by and among Simon Property Group, Inc., a Delaware corporation (“Parent REIT”), Simon Property Group, L.P., a Delaware limited partnership (“Parent OP”), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP (“Parent Sub,” and together with Parent REIT and Parent OP, the “Parent Parties”), Lightstone Value Plus REIT, LP, a Delaware limited partnership (“LVP OP”), Pro-DFJV Holdings LLC, a Delaware limited liability company (“Pro-DFJV”), Lightstone Holdings, LLC, a Delaware limited liability company (“Lightstone Holdings”), Lightstone Prime, LLC, a Delaware limited liability company (“Lightstone Prime”), BRM, LLC, a New Jersey limited liability company (“BRM”), Lightstone Real Property Ventures Limited Liability Company, a New Jersey limited liability company (“LRPV”), PR Lightstone Manager, LLC, a Delaware limited liability company (“PR Manager
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of June 30, 2006, by SCOTSDALE MI LLC (“Scotsdale”), CARRIAGE PARK MI LLC (“Carriage Park”), MACOMB MANOR MI LLC (“Macomb Manor”), and CARRIAGE HILL MI LLC (“Carriage Hill”), each a Delaware limited liability company, having its principal place of business c/o Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey 08701 (hereinafter collectively referred to as the “Borrower”; references herein to the Borrower unless otherwise specifically stated, shall also mean and refer to each and every one of Scotsdale, Carriage Park, Cherry Hill, Macomb Manor and Carriage Hill, jointly and severally), LIGHTSTONE HOLDINGS LLC, a Delaware limited liability company, having an office at 326 Third Street, Lakewood, New Jersey 08701 (“Principal”; Borrower and Principal, collectively, are referred to herein as “Indemnitor”), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an office at 388 Green
GUARANTYGuaranty • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Nebraska
THIS GUARANTY (“Guaranty”) is executed as of December 20, 2006, by LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (“Guarantor”) for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, and its successors and assigns (“Lender”).
ContractLightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • New York
MORTGAGE AND SECURITY AGREEMENT UNITED STATES OF AMERICAMortgage and Security Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
BE IT KNOWN, that on the 31st day of January, 2007, to be effective on February 1, 2007, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State Parish aforesaid, of LVP Gulf Coast Industrial Portfolio LLC, and in the presence of the undersigned competent witnesses, personally came and appeared:
EXCEPTIONS TO NON-RECOURSE GUARANTYNon-Recourse Guaranty • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This EXCEPTIONS TO NON-RECOURSE GUARANTY (this “Guaranty”) is entered into as of June 30, 2006, by LIGHTSTONE HOLDINGS, LLC, a Delaware corporation, having an address at 326 Third Street, Lakewood, New Jersey 08701 (“Guarantor”), for the benefit of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013, and/or any subsequent holder of the Note (“Lender”).
CONTRIBUTION AGREEMENTContribution Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 30th day of June, 2006 by and among SCOTSDALE MI LLC (“Scotsdale”) , CARRIAGE PARK MI LLC(“Carriage Park”), MACOMB MANOR MI LLC (“Macomb Manor”), and CARRIAGE HILL MI LLC (“Carriage Hill”), each a Delaware limited liability company, having its principal place of business c/o Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey 08701 (hereinafter collectively referred to as the “Co-Obligors”; references herein to the “Co-Obligors,” unless otherwise specifically stated, shall also mean and refer to each and every one of Scotsdale, Carriage Park, Macomb Manor and Carriage Hill, jointly and severally), and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, (together with its successors and assigns, “Lender”), having an address at having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013.
TAX PROTECTION AGREEMENTTax Protection Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), PRIME OUTLETS ACQUISITION COMPANY LLC, a Delaware limited liability company (“POAC”), and AR PRIME HOLDINGS, LLC, a Delaware limited liability company (“ARP”) that will become a limited partner of LVP as a result of the Contribution (defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LPLightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • Delaware
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIGHTSTONE VALUE PLUS REIT LP (this “Amendment”) is made as of June 26, 2008 by and among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “REIT”), as the General Partner of Lightstone Value Plus REIT LP., a Delaware limited partnership (the “Partnership”), Lightstone Value Plus REIT LLC, a Delaware limited liability company, as the Initial Limited Partner and sole existing limited partner of the Partnership, Lightstone SLP, LLC, a Delaware limited liability company, as Special General Partner of the Partnership, Arbor Mill Run JRM LLC, a Delaware limited liability company (“Arbor JRM”) and Arbor National CJ, LLC, a New York limited liability company (“Arbor CJ”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April
CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AND CONVEYANCE AGREEMENT (this “Agreement”), dated as of June 26, 2008, by and among AR PRIME HOLDINGS LLC, a Delaware limited liability company (“Transferor”), LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“Transferee”), and LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the “REIT”).
ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR PURCHASE AND SALE OF INTERESTSAssignment and Assumption of Agreement for Purchase and Sale of Interests • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts
This Assignment and Assumption of Agreement for Purchase and Sale of Interests (“Assignment”) is dated as of June 29, 2006 between The Lightstone Group, LLC, a New Jersey limited liability company (“Assignor”) and LVP Michigan Multifamily Portfolio LLC, a Delaware limited liability company ("Assignee").
FORM OF LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of 1407 BROADWAY MEZZ II LLC (the “Company”), is entered into by Lightstone 1407 Manager LLC, a Delaware limited liability company, as the managing member (the “Managing Member”), and LVP 1407 Broadway LLC, a Delaware limited liability company (”LVP”; together with the Managing Member, collectively, the “Members” and individually, a “Member”), and MICHELLE A. DREYER, as the Special Member (as defined on Schedule A hereto). LVP shall sometimes hereinafter also be referred to as the “Non-Managing Member”. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
PROMISSORY NOTELightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • New York
FOR VALUE RECEIVED, SCOTSDALE MI LLC (“Scotsdale”), CARRIAGE PARK MI LLC (“Carriage Park”),MACOMB MANOR MI LLC (“Macomb Manor”), and CARRIAGE HILL MI LLC (“Carriage Hill”), each a Delaware limited liability company, having its principal place of business c/o Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey 08701 (hereinafter collectively referred to as the “Borrower”; references herein to the Borrower unless otherwise specifically stated, shall also mean and refer to each and every one of Scotsdale, Carriage Park, Macomb Manor and Carriage Hill, jointly and severally), as maker, hereby unconditionally promises to pay to the order of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, as lender, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (“Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of FIFTY-TWO MILLION AND NO/100 DOLLARS ($52,000,000.00), or so much the
TAX PROTECTION AGREEMENTTax Protection Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), and ARBOR NATIONAL CJ, LLC, a New York limited liability company (“ANCJ”) that will become a limited partner of LVP as a result of the Contribution (defined below).
CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENTAssignment of Management Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts
This CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 30th day of June, 2006, by SCOTSDALE MI LLC (“Scotsdale”), CARRIAGE PARK MI LLC (“Carriage Park”),MACOMB MANOR MI LLC (“Macomb Manor”), and CARRIAGE HILL MI LLC (“Carriage Hill”), each a Delaware limited liability company, having its principal place of business c/o Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey 08701 (hereinafter collectively referred to as the “Borrower”; references herein to the Borrower unless otherwise specifically stated, shall also mean and refer to each and every one of Scotsdale, Carriage Park, Macomb Manor and Carriage Hill, jointly and severally) in favor of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, its transferees, successors and assigns, having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (“Lender”), and is acknowledged and consented to by Beacon Property Management, LLC (“Agent”).
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
MANAGEMENT AGREEMENT made as of January 4, 2007, between 1407 Broadway Real Estate LLC, a Delaware limited liability company having an office at 326 Third Street, Lakewood, New Jersey 08701, (hereinafter referred to as the “Owner”), and Trebor Management Corp., a New York corporation having an office at 1407 Broadway, New York, New York 10018 (hereinafter referred to as the “Agent”).
TAX PROTECTION AGREEMENTTax Protection Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), and ARBOR MILL RUN JRM, LLC, a Delaware limited liability company (“AMR”) that will become a limited partner of LVP as a result of the Contribution (defined below).
LOAN AND SECURITY AGREEMENT Dated as of June 30, 2006 between SCOTSDALE MI LLC, CARRIAGE PARK MI LLC, MACOMB MANOR MI LLC AND CARRIAGE HILL MI LLC, collectively, as Borrowers and CITIGROUP GLOBAL MARKETS REALTY CORP. as LenderLoan and Security Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This LOAN AND SECURITY AGREEMENT (this “Loan Agreement”) is dated as of June 30, 2006, and entered into by and among SCOTSDALE MI LLC, a Delaware limited liability company; CARRIAGE PARK MI LLC, a Delaware limited liability company, MACOMB MANOR MI LLC, a Delaware limited liability company; and CARRIAGE HILL MI LLC, a Delaware limited liability company (individually, each a “Borrower” and collectively the “Borrowers”); and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (together with its successors and assigns, whether one or more, “Lender”).
GUARANTY OF RECOURSE OBLIGATIONS January 4, 2007Lightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • New York
FOR VALUE RECEIVED, and to induce LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation (individually and as lead arranger and administrative agent for itself and certain co-lenders) (“Lender”), having an address at 399 Park Avenue, 8th Floor, New York, New York 10022, to enter into that certain Loan Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) of even date herewith with 1407 BROADWAY REAL ESTATE LLC, a Delaware limited liability company (“Borrower”), having an address at c/o The Lightstone Group, 326 Third Street, Lakewood, New Jersey 08701, for a loan (the “Loan”), evidenced by (i) that certain Promissory Note dated of even date herewith in the stated principal amount of $127,250,000 (as amended, restated, split, severed, consolidated, supplemented or otherwise modified from time to time, the “Note”) (except as otherwise indicated herein, each capitalized term used herein that is not specifically defined herein shall hav
CONSENT AND AGREEMENTConsent and Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Nebraska
The undersigned (“Manager”) acknowledges an assignment of documents contained in that certain Deed of Trust, Assignment of Leases, Security Agreement and Fixture Filing (the “Security Instrument”) to be executed and delivered by LVP OAKVIEW STRIP CENTER LLC, a Delaware limited liability company ("Borrower"), having its chief executive offices c/o The Lightstone Group, 326 Third Street, Lakewood, New Jersey 08701 to the trustee named therein for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”), in connection with that certain loan (the “Loan”) of TWENTY-SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($27,500,000.00) being made by Lender to Borrower to finance certain real property and improvements more particularly described in the Security Instrument, said real property and improvements being hereinafter referred to as the “Property.” Manager has agreed to perform or supply certain services in connection with the management of the Property pursuant to a certain pro
NET PROFITS AGREEMENTNet Profits Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS NET PROFITS AGREEMENT (the “Agreement”) is executed and entered into as of the 4th day of January, 2007 (the “Execution Date”), by and among LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation, its successors and/or assigns (“Lehman”), whose address is 399 Park Avenue, 8th Floor, New York, New York 10022, and 1407 BROADWAY REAL ESTATE LLC, a Delaware limited liability company (“Borrower”), whose address is c/o The Lightstone Group, 326 Third Street, Lakewood, New Jersey 08701, and, solely with respect to the provisions of Article 6 and Sections 7.15 and 7.13, each of the other parties hereto (each, an “Owning Entity”)
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
This Indemnification Agreement (this “Agreement”) is made as of the day of , 2005, by and among [ ] (the “Indemnitee”), David Lichtenstein and Lightstone Value Plus Real Estate Trust, Inc., a Maryland corporation (the “Company” and, together with David Lichtenstein, the “Indemnitors”).
PROMISSORY NOTELightstone Value Plus Real Estate Investment Trust, Inc. • May 18th, 2010 • Real estate investment trusts • Nebraska
FOR VALUE RECEIVED, the undersigned, LVP OAKVIEW STRIP CENTER LLC, a Delaware limited liability company (Borrower”), having an address c/o The Lightstone Group, 326 Third Street, Lakewood, New Jersey 08701, jointly and severally promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), at the office of Lender at Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of TWENTY-SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($27,500,000.00), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of five and forty-nine hundredths percent (5.49%) (the “Note Rate”), together with all other amounts due hereunder or under the ot
