SCOTSDALE MI LLC., as MortgagorLightstone Value Plus Real Estate Investment Trust, Inc. • August 15th, 2006 • Real estate investment trusts • New York
THIS MORTGAGE (as the same may be amended, restated, extended, supplemented or otherwise modified from time to time, this “Mortgage”), is made as of the 30th day of June, 2006, by SCOTSDALE MI LLC, a Delaware limited liability company, having an address c/o Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey 08701 (“Mortgagor”), to and 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 (together with its successors and assigns, “Mortgagee”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Loan Agreement (hereinafter defined).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • August 15th, 2006 • 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
EXCEPTIONS TO NON-RECOURSE GUARANTYNon-Recourse Guaranty • August 15th, 2006 • 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 • August 15th, 2006 • 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.
ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR PURCHASE AND SALE OF INTERESTSAssignment and Assumption of Agreement for Purchase and Sale of Interests • August 15th, 2006 • 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").
PROMISSORY NOTELightstone Value Plus Real Estate Investment Trust, Inc. • August 15th, 2006 • 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
CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENTAssignment of Management Agreement • August 15th, 2006 • 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”).
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 • August 15th, 2006 • 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”).
AGREEMENT FOR PURCHASE AND SALE OF INTERESTS SOUTHEAST MICHIGAN PORTFOLIOAgreement for Purchase and Sale of Interests • August 15th, 2006 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • Michigan
THIS AGREEMENT FOR PURCHASE AND SALE OF INTERESTS (this “Agreement"), is made as of the 26th day of April, 2006 (the "Effective Date"), by and between THE LIGHTSTONE GROUP, LLC, a New Jersey limited liability company (as “Buyer”), having its principal office at 326 Third Street, Lakewood, New Jersey 08701; and HOME PROPERTIES, L.P., a New York limited partnership (“Home Properties") and HOME PROPERTIES WMF I, LLC, a New York limited liability company (“Home Properties WMF”; and together with Home Properties, as “Sellers”), for themselves and on behalf of each of the limited liability companies listed on Schedule 1 attached hereto (each a “Company” and collectively the “Companies”), each having their principal office at 850 Clinton Square, Rochester, New York 14604.
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF INTERESTSAgreement for Purchase and Sale of Interests • August 15th, 2006 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF INTERESTS (this “First Amendment”) is made as of the 12th day of May, 2006, by and between HOME PROPERTIES, L.P., a New York limited partnership (“Home Properties") and HOME PROPERTIES WMF I, LLC, a New York limited liability company (“Home Properties WMF”; and together with Home Properties, as “Sellers”), and THE LIGHTSTONE GROUP, LLC, a New Jersey limited liability company (as “Buyer”).
SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF INTERESTSAgreement for Purchase and Sale of Interests • August 15th, 2006 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF INTERESTS (this “Second Amendment”), is made as of the 16th day of May, 2006, by and between HOME PROPERTIES, L.P., a New York limited partnership (“Home Properties") and HOME PROPERTIES WMF I, LLC, a New York limited liability company (“Home Properties WMF”; and together with Home Properties, as “Sellers”), and THE LIGHTSTONE GROUP, LLC, a New Jersey limited liability company (as “Buyer”).
