CONSENT
      AND AGREEMENT

     

    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 property management agreement,
      dated December __, 2006 (the “Contract”),
      a
      true, accurate and complete copy of which has been delivered to Lender. Manager
      does hereby (a) warrant and represent that the Contract contains all
      agreements between Manager and Borrower relating to the Property;
      (b) acknowledge and consent to the assignment of the Contract as set forth
      in the Security Instrument and to any further assignment thereof by Lender;
      (c) warrant and represent that no default exists under the terms of any
      agreement between Borrower and Manager; and (d) acknowledge that Borrower
      has satisfied all conditions precedent to commencement of performance by Manager
      under the Contract. Manager does hereby agree that: (i) in the event of any
      default by Borrower under the terms of the “Loan Documents” (as defined in the
      Security Instrument), Manager shall, upon receipt of written notice and demand
      of Lender, continue performance on behalf of Lender provided that Manager is
      reimbursed for such performance rendered thereafter on behalf of Lender in
      accordance with the Contract; (ii) in the event of any default by Borrower
      under the Contract, Manager shall deliver to Lender, by certified United States
      mail, postage prepaid, return receipt requested, addressed to Wachovia Bank,
      National Association, Commercial Real Estate Services, 8739 Research Drive
      URP -
      4, NC 1075, Charlotte, North Carolina 28262, Attention: Real Estate Capital
      Markets, Commercial Real Estate Finance, written notice of such default and
      the
      action required to cure the same, and Lender shall have a reasonable time (but
      in no event less than thirty days after receipt of such notice) within which
      Lender shall have the right, but not the obligation, to cure such default,
      and
      the delivery of such notice of default and the failure of Lender to cure the
      same within such time allowed shall be conditions precedent to the exercise
      of
      any right or remedy of Manager arising by reason of such default;
      (iii) Manager shall not enter into any material modification of, or
      addition to, the Contract without the prior written consent of Lender such
      consent not to be reasonably withheld; (iv) in the event of any default by
      Borrower under the terms of the Loan Documents, or upon the occurrence of
      certain circumstances which are more particularly described in the Security
      Instrument, the Contract shall be terminable at the option of Lender upon thirty
      days’ notice; (v) the rights of Manager under the Contract to receive any
      compensation, reimbursement of costs and expenses or other payments in
      consideration for its management services for the Property shall be and remain
      subordinate in all respects to the Lender’s rights under the Loan Documents;
      (vi) Manager acknowledges receipt of a copy of the Security Instrument; (vii)
      the Contract may be terminated at any time by Lender for cause (including,
      but
      not limited to, Manager’s gross negligence, misappropriation of funds, willful
      misconduct or fraud) by delivery of written notice of such termination to
      Manager; and (viii) Manager shall comply with the terms and conditions contained
      in the Security Instrument relating to the management of the
      Property.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Manager
      represents that it is looking solely to Borrower, and not to Lender, for payment
      under the Contract and Manager waives any and all liens and claims which Manager
      may now or hereafter have upon the proceeds of the Loan or the
      Property.

     

    All
      notices to Manager shall be sent by certified United States Mail, postage
      prepaid, return receipt requested, to Manager at the address set forth on the
      signature page hereof.

     

    In
      the
      event of an inconsistency between the terms of the Contract and the terms of
      this Consent and Agreement, the terms of this Consent and Agreement shall
      control.

     

    No
      modification, amendment, extension, discharge, termination or waiver of any
      provision of this Consent and Agreement shall in any event be effective unless
      the same shall be in a writing signed by the party against whom enforcement
      is
      sought, and then such waiver of consent shall be effective only in the specific
      instance, and for the purpose, for which given.

     

    This
      Consent and Agreement (a) shall be binding upon and shall inure to the benefit
      of the parties hereto and their respective successors and assigns, (b) shall
      be
      governed by, and construed in accordance with, the laws of Nebraska, and (c)
      is
      given by Manager for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged by Manager, and is intended to
      induce Lender to make the Loan to Borrower.


     

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    WITNESS
      the hand and seal of Manager, as of December 20, 2006.

     

    
      	 	 	 
	 	
              BEACON
                PROPERTY 

              MANAGEMENT,
                LLC, a 

              limited
                liability company

            
	 
 	 
 	 
 
	 	By:  	/s/ Gail Grossman
	 	
              

              Name: 
                Gail Grossman

              Title:   
                Vice President

            


    

     

    Address
      for Notices to Manager:

     

    326
      Third
      Street

    Lakewood,
      New Jersey 08701