Loan No.:
              502858289	
               Oakview
                Plaza

            


    

     

    PROMISSORY
      NOTE

     

    $27,500,000.00

     

    as
      of
      December 20, 2006

     

    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 other Loan Documents
      (as defined herein), in lawful money of the United States of America, which
      shall at the time of payment be legal tender in payment of all debts and dues,
      public and private.

     

    ARTICLE
      I

     

    TERMS
      AND CONDITIONS

     

    Section
      1.1 Computation
      of Interest.
      Interest shall be computed hereunder based on a 360-day year and based on the
      actual number of days elapsed for any period in which interest is being
      calculated, including, without limitation, the Interest Only Period (hereinafter
      defined), as more particularly set forth on Schedule A attached hereto and
      incorporated herein by reference. Interest shall accrue from the date on which
      funds are advanced hereunder (regardless of the time of day) through and
      including the day on which funds are credited pursuant to Section 1.2
      hereof.

     

    Section
      1.2 Payment
      of Principal and Interest.
      Payments in federal funds immediately available at the place designated for
      payment received by Lender prior to 2:00 p.m. eastern time on a day on which
      Lender is open for business at said place of payment shall be credited prior
      to
      close of business, while other payments, at the option of Lender, may not be
      credited until immediately available to Lender in federal funds at the place
      designated for payment prior to 2:00 p.m. eastern time on the next day on which
      Lender is open for business. A payment in interest only, based on the payments
      set forth on Schedule A annexed hereto, shall be made beginning on February
      11,
      2007 (the "First Payment Date"), and continuing on the eleventh day of each
      and
      every calendar month thereafter (each, an "Interest Only Payment Date") through
      and including January 11, 2012 (each, an "Interest Only Payment") (such period
      being referred to herein as the "Interest Only Period"). Commencing on February
      11, 2012 and continuing thereafter on the eleventh day of each and every
      calendar month thereafter through and including December 11, 2016 (each,
      together with each Interest Only Payment Date is hereinafter collectively a
      "Payment Date"), principal and interest shall be payable in equal consecutive
      monthly installments of $155,969.48 each. On January 11, 2017 (the "Maturity
      Date"), the entire outstanding principal balance hereof, together with all
      accrued but unpaid interest thereon, shall be due and payable in
      full.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      1.3 Application
      of Payments.
      So long
      as no Event of Default (as hereinafter defined) exists hereunder or under any
      other Loan Document (as hereinafter defined), each such monthly installment
      shall be applied, first, to any amounts hereafter advanced by Lender hereunder
      or under any other Loan Document, second, to any late fees and other amounts
      payable to Lender, third, to the payment of accrued interest and last to
      reduction of principal.

     

    Section
      1.4 Payment
      of “Short Interest”.
      If the
      advance of the principal amount evidenced by this Note is made on a date other
      than a Payment Date, Borrower shall pay to Lender contemporaneously with the
      execution hereof interest at the Note Rate for a period from the date hereof
      through and including the tenth (10th)
      day of
      either (x) this month, in the event that the date hereof is on or prior to
      the
      11th of the month, and (y) the immediately succeeding month, in the event that
      the date hereof is after the 11th
      of the
      month.

     

    Section
      1.5 Prepayment;
      Defeasance.

     

    (a) This
      Note
      may not be prepaid, in whole or in part (except as otherwise specifically
      provided herein), at any time prior to the Payment Date occurring two (2)
      Payment Dates immediately prior to the Maturity Date (the “Lockout
      Expiration Date”).
      In
      the event that Borrower wishes to have the Property (as defined in the Security
      Instrument) released from the lien of the Security Instrument (as hereinafter
      defined) prior to the Lockout Expiration Date, Borrower’s sole option shall be a
      Defeasance (as hereinafter defined) upon satisfaction of the terms and
      conditions set forth in Section
      1.5(d)
      hereof.
      Notwithstanding anything contained in this Note or any of the other Loan
      Documents to the contrary, this Note may be prepaid in whole but not in part
      without premium or penalty on any Payment Date (subject to the proviso below)
      occurring from and after the Lockout Expiration Date provided (i) written notice
      of such prepayment is received by Lender not more than ninety (90) days and
      not
      less than thirty (30) days prior to the date of such prepayment, and (ii) such
      prepayment is accompanied by all interest accrued hereunder through the date
      of
      such prepayment and all other sums due hereunder or under the other Loan
      Documents; provided, however, that if such prepayment is received on a day
      that
      is not a Payment Date, Borrower shall pay interest on the outstanding principal
      balance hereof immediately preceding such prepayment at the Note Rate for a
      period from the date of such payment through and including the tenth (10th)
      day
      of either (x) the month in which the prepayment occurs if such payment is made
      prior to the 11th day of such month, and (y) the immediately succeeding month
      in
      which the prepayment occurs if such payment is made after the 11th day of such
      month. If, upon any such permitted prepayment on any Payment Date occurring
      on
      or after the Lockout Expiration Date, the aforesaid prior written notice has
      not
      been timely received by Lender, there shall be due a prepayment fee equal to
      the
      lesser of (i) thirty (30) days’ interest computed at the Note Rate on the
      outstanding principal balance of this Note so prepaid and (ii) interest computed
      at the Note Rate on the outstanding principal balance of this Note so prepaid
      that would have been payable for the period from, and including, the date of
      prepayment through the Maturity Date, as though such prepayment had not
      occurred.

     

    
      
        
        

      

      
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    (b) If,
      prior
      to the Lockout Expiration Date, the indebtedness evidenced by this Note shall
      have been declared due and payable by Lender pursuant to Article II hereof
      or
      the provisions of any other Loan Document due to an Event of Default by
      Borrower, then, in addition to the indebtedness evidenced by this Note being
      immediately due and payable, there shall also then be immediately due and
      payable a prepayment fee in an amount equal to the Yield Maintenance Premium
      (as
      hereinafter defined) based on the entire indebtedness on the date of such
      acceleration. In addition to the amounts described in the preceding sentence,
      in
      the event of any such acceleration or tender of payment of such indebtedness
      occurs or is made on or prior to the first (1st) anniversary of the date of
      this
      Note, there shall also then be immediately due and payable an additional
      prepayment fee of three percent (3%) of the principal balance of this Note.
      The
      term “Yield
      Maintenance Premium”
shall
      mean an amount equal to the greater of (A) two percent (2.0%) of the principal
      amount being prepaid, and (B) the present value of a series of payments each
      equal to the Payment Differential (as hereinafter defined) and payable on each
      Payment Date over the remaining original term of this Note and on the Maturity
      Date, discounted at the Reinvestment Yield (as hereinafter defined) for the
      number of months remaining as of the date of such prepayment to each such
      Payment Date and the Maturity Date. The term “Payment
      Differential”
shall
      mean an amount equal to (i) the Note Rate less the Reinvestment Yield, divided
      by (ii) twelve (12) and multiplied by (iii) the principal sum outstanding under
      this Note after application of the constant monthly payment due under this
      Note
      on the date of such prepayment, provided that the Payment Differential shall
      in
      no event be less than zero. The term “Reinvestment
      Yield”
shall
      mean an amount equal to the lesser of (i) the yield on the U.S. Treasury issue
      (primary issue) with a maturity date closest to the Maturity Date, or (ii)
      the
      yield on the U.S. Treasury issue (primary issue) with a term equal to the
      remaining average life of the indebtedness evidenced by this Note, with each
      such yield being based on the bid price for such issue as published in the
      Wall
      Street Journal on the date that is fourteen (14) days prior to the date of
      such
      prepayment (or, if such bid price is not published on that date, the next
      preceding date on which such bid price is so published) and converted to a
      monthly compounded nominal yield. In the event that any prepayment fee is due
      hereunder, Lender shall deliver to Borrower a statement setting forth the amount
      and determination of the prepayment fee, and, provided that Lender shall have
      in
      good faith applied the formula described above, Borrower shall not have the
      right to challenge the calculation or the method of calculation set forth in
      any
      such statement in the absence of manifest error, which calculation may be made
      by Lender on any day during the fifteen (15) day period preceding the date
      of
      such prepayment. Lender shall not be obligated or required to have actually
      reinvested the prepaid principal balance at the Reinvestment Yield or otherwise
      as a condition to receiving the prepayment fee.

     

    (c) Partial
      prepayments of this Note shall not be permitted, except for partial prepayments
      resulting from Lender’s election to apply insurance or condemnation proceeds to
      reduce the outstanding principal balance of this Note as provided in the
      Security Instrument, in which event no prepayment fee or premium shall be due
      unless, at the time of either Lender’s receipt of such proceeds or the
      application of such proceeds to the outstanding principal balance of this Note,
      an Event of Default exists, which Event of Default is unrelated to the
      applicable casualty or condemnation, in which event the applicable prepayment
      fee or premium shall be due and payable based upon the amount of the prepayment.
      No notice of prepayment shall be required under the circumstances specified
      in
      the preceding sentence. No principal amount repaid may be reborrowed. Any such
      partial prepayments of principal shall be applied to the unpaid principal
      balance evidenced hereby but such application shall not reduce the amount of
      the
      fixed monthly installments required to be paid pursuant to Section 1.2 above.
      Except as otherwise expressly provided in this Section, the prepayment fees
      provided above shall be due, to the extent permitted by applicable law, under
      any and all circumstances where all or any portion of this Note is paid prior
      to
      the Maturity Date, whether such prepayment is voluntary or involuntary,
      including, without limitation, if such prepayment results from Lender’s exercise
      of its rights upon the occurrence of an Event of Default and acceleration of
      the
      Maturity Date of this Note (irrespective of whether foreclosure proceedings
      have
      been commenced), and shall be in addition to any other sums due hereunder or
      under any of the other Loan Documents. No tender of a prepayment of this Note
      with respect to which a prepayment fee is due shall be effective unless such
      prepayment is accompanied by the applicable prepayment fee.

     

    
      
        
        

      

      
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    (d) i)
      On any
      Payment Date on or after the earlier to occur of (x) three (3) years following
      the first Payment Date hereunder, and (y) the day immediately following the
      date
      which is two (2) years after the “startup day,” within the meaning of Section
      860G(a) (9) of the Internal Revenue Code of 1986, as amended from time to time
      or any successor statute (the “Code”),
      of a
“real estate mortgage investment conduit,” within the meaning of Section 860D of
      the Code (a “REMIC
      Trust”),
      that
      holds this Note, and provided no Event of Default has occurred and is continuing
      hereunder or under any of the other Loan Documents, at Borrower’s option, Lender
      shall cause the release of the Property from the lien of the Security Instrument
      and the other Loan Documents (a “Defeasance”)
      upon
      the satisfaction of the following conditions:

     

    (A) Borrower
      shall give not more than ninety (90) days’ or less than thirty (30) days’ prior
      written notice to Lender specifying the date Borrower intends for the Defeasance
      to be consummated (the “Release
      Date”),
      which
      date shall be a Payment Date.

     

    (B) All
      accrued and unpaid interest and all other sums due under this Note and under
      the
      other Loan Documents up to and including the Release Date shall be paid in
      full
      on or prior to the Release Date.

     

    (C) Borrower
      shall deliver to Lender on or prior to the Release Date:

     

    (1) a
      sum of
      money in immediately available funds (the “Defeasance
      Deposit”)
      which
      shall be sufficient to enable Lender to purchase, through means and sources
      customarily employed and available to Lender, or at the election of Borrower
      to
      enable a third party defeasance company selected by Borrower and reasonably
      acceptable to Lender to purchase on behalf of Lender, for the account of
      Borrower, (x) direct, non-callable, fixed rate obligations of the United States
      of America or (y) non-callable, fixed rate obligations, other than U.S. Treasury
      Obligations, that are “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940, as amended, that provide for
      payments prior, but as close as possible, to all successive monthly Payment
      Dates occurring after the Release Date and to the Lockout Expiration Date,
      with
      each such payment being equal to or greater than the amount of the corresponding
      installment of principal and/or interest required to be paid under this Note
      (including, but not limited to, the scheduled outstanding principal balance
      of
      the Loan due on the Maturity Date based upon payments of principal and interest
      through the Lockout Expiration Date) for
      the
      balance
      of the
      term hereof (the “Defeasance
      Collateral”),
      each
      of which shall be duly endorsed by the holder thereof as directed by Lender
      or
      accompanied by a written instrument of transfer in form and substance
      satisfactory to Lender in its sole discretion (including, without limitation,
      such instruments as may be required by the depository institution holding such
      securities or the issuer thereof, as the case may be, to effectuate book-entry
      transfers and pledges through the book-entry facilities of such institution)
      in
      order to perfect upon the delivery of the Defeasance Security Agreement (as
      hereinafter defined) the first priority security interest in the Defeasance
      Collateral in favor of Lender in conformity with all applicable state and
      federal laws governing granting of such security interests.

     

    
      
        
        

      

      
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    (2) a
      pledge
      and security agreement, in form and substance reasonably satisfactory to Lender,
      creating a first priority security interest in favor of Lender in the Defeasance
      Collateral (the “Defeasance
      Security Agreement”);

     

    (3) a
      certificate of Borrower certifying that all of the requirements set forth in
      this subsection 1.5(d)(i) have been satisfied or waived;

     

    (4) one
      or
      more opinions of counsel for Borrower in form and substance and delivered by
      counsel which would be reasonably satisfactory to Lender stating, among other
      things, that (i) Lender has a perfected first priority security interest in
      the
      Defeasance Collateral and that the Defeasance Security Agreement is enforceable
      against Borrower in accordance with its terms (subject to creditors rights
      and
      bankruptcy), (ii) in the event of a bankruptcy proceeding or similar occurrence
      with respect to Borrower, none of the Defeasance Collateral nor any proceeds
      thereof will be property of Borrower’s estate under Section 541 of the U.S.
      Bankruptcy Code, as amended, or any similar statute and the grant of security
      interest therein to Lender shall not constitute an avoidable preference under
      Section 547 of the U.S. Bankruptcy Code, as amended, or applicable state law,
      (iii) the release of the lien of the Security Instrument and the pledge of
      Defeasance Collateral will not directly or indirectly result in or cause any
      REMIC Trust that then holds this Note to fail to maintain its status as a REMIC
      Trust and (iv) the defeasance will not cause any REMIC Trust to be an
“investment company” under the Investment Company Act of 1940;

     

    
      
        
        

      

      
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    (5) evidence
      in writing from any applicable Rating Agency (as defined in the Security
      Instrument) to the effect that the Defeasance will not result in a downgrading,
      withdrawal or qualification of the respective ratings in effect immediately
      prior to such Defeasance for any Securities (as hereinafter defined) issued
      in
      connection with the securitization which are then outstanding; provided,
      however,
      no
      evidence from a Rating Agency shall be required if this Note does not meet
      the
      then-current review requirements of such Rating Agency.

     

    (6) a
      certificate in form and scope acceptable to Lender in its reasonable discretion
      from an independent accountant reasonably acceptable to Lender certifying that
      the Defeasance Collateral will generate amounts sufficient to make all payments
      of principal and interest due under this Note (including the scheduled
      outstanding principal balance of the Loan due on the Maturity
      Date);

     

    (7) Borrower
      and any guarantor or indemnitor of Borrower’s obligations under the Loan
      Documents for which Borrower has personal liability executes and delivers to
      Lender such documents and agreements as Lender shall reasonably require to
      evidence and effectuate the ratification of such personal liability and guaranty
      or indemnity, respectively for any acts, omissions, liabilities or obligations
      arising on or prior to the Release Date;

     

    (8) such
      other certificates, documents or instruments as Lender may reasonably require;
      and

     

    (9) payment
      of all reasonable fees, costs, expenses and charges actually incurred by Lender
      in connection with the Defeasance of the Property and the purchase of the
      Defeasance Collateral, including, without limitation, all reasonable legal
      fees
      and costs and expenses incurred by Lender or its agents in connection with
      release of the Property, review of the proposed Defeasance Collateral and
      preparation of the Defeasance Security Agreement and related documentation,
      any
      revenue, documentary, stamp, intangible or other taxes, charges or fees due
      in
      connection with transfer of the Note, assumption of the Note, or substitution
      of
      collateral for the Property shall be paid on or before the Release Date. Without
      limiting Borrower’s obligations with respect thereto, Lender shall be entitled
      to deduct all such fees, costs, expenses and charges from the Defeasance Deposit
      to the extent of any portion of the Defeasance Deposit which exceeds the amount
      necessary to purchase the Defeasance Collateral.

     

    (D) In
      connection with the Defeasance Deposit, unless Borrower shall make satisfactory
      arrangements with a third party provider reasonably acceptable to Lender,
      Borrower hereby authorizes and directs Lender using the means and sources
      customarily employed and available to Lender to use the Defeasance Deposit
      to
      purchase for the account of Borrower the Defeasance Collateral. Furthermore,
      the
      Defeasance Collateral shall be arranged such that payments received from such
      Defeasance Collateral shall be paid directly to Lender to be applied on account
      of the indebtedness of this Note. Any part of the Defeasance Deposit in excess
      of the amount necessary to purchase the Defeasance Collateral and to pay the
      other and related costs Borrower is obligated to pay under this Section
      1.5
      shall be
      promptly refunded to Borrower.

     

    
      
        
        

      

      
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    (ii) Upon
      compliance with the requirements of subsection 1.5(d)(i), the entire Property,
      shall be released from the lien of the Security Instrument and the other Loan
      Documents, and the Defeasance Collateral shall constitute collateral which
      shall
      secure this Note, and all other obligations under the Loan Documents. Lender
      will, at Borrower’s expense, execute and deliver any agreements reasonably
      requested by Borrower to release the lien of the Security Instrument from the
      Property.

     

    (iii) Upon
      the
      release of the Property in accordance with this Section
      1.5(d),
      Borrower shall assign all its obligations and rights under this Note, together
      with the pledged Defeasance Collateral, to a newly created successor entity
      which complies with the terms of Section
      2.29
      of the
      Security Instrument designated
      by
      Lender in its sole discretion. Such successor entity shall execute an assumption
      agreement in form and substance satisfactory to Lender in its sole discretion
      pursuant to which it shall assume Borrower’s obligations under this Note and the
      Defeasance Security Agreement. As conditions to such assignment and assumption,
      Borrower shall (x) deliver to Lender an opinion of counsel in form and substance
      satisfactory to a prudent lender and delivered by counsel satisfactory to a
      prudent lender stating, among other things, that such assumption agreement
      is
      enforceable against Borrower and such successor entity in accordance with its
      terms and that this Note and the Defeasance Security Agreement as so assumed,
      are enforceable against such successor entity in accordance with their
      respective terms, and (y) pay all costs and expenses (including, but not limited
      to, legal fees) incurred by Lender or its agents in connection with such
      assignment and assumption (including, without limitation, the review of the
      proposed transferee and the preparation of the assumption agreement and related
      documentation). Upon an assumption of the Note in case of full defeasance,
      Borrower and any guarantor shall be relieved of its obligations hereunder,
      under
      the other Loan Documents other than as specified in Section
      1.5(d)(i)(C)(7)
      above
      and under the Defeasance Security Agreement (or other Defeasance
      document).

     

    Section
      1.6 Security.
      The
      indebtedness evidenced by this Note and the obligations created hereby are
      secured by, among other things, that certain deed of trust of even date herewith
      (the “Security Instrument”). The Security Instrument, together with this Note
      and all other documents to or of which Lender is a party or beneficiary now
      or
      hereafter evidencing, securing, guarantying, modifying or otherwise relating
      to
      the indebtedness evidenced hereby, are herein referred to collectively as the
      “Loan Documents”. All terms not otherwise defined herein shall have the meanings
      ascribed to such terms in the Security Instrument. All of the terms and
      provisions of the Loan Documents are incorporated herein by reference. Some
      of
      the Loan Documents are to be filed for record on or about the date hereof in
      the
      appropriate public records.

     

    
      
        
        

      

      
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    ARTICLE
      II


     

    DEFAULT

     

    Section
      2.1 Events
      of Default.
      It is
      hereby expressly agreed that should any default occur in the payment of
      principal or interest as stipulated above and such payment is not made on the
      date such payment is due, or should any other default occur under any other
      Loan
      Document and not be cured within any applicable grace, cure or notice period
      (if
      any), then an Event of Default (an “Event
      of Default”)
      shall
      exist hereunder, and in such event the indebtedness evidenced hereby, including
      all sums advanced or accrued hereunder or under any other Loan Document, and
      all
      unpaid interest accrued thereon, shall, at the option of Lender and without
      notice to Borrower, at once become due and payable and may be collected
      forthwith, whether or not there has been a prior demand for payment and
      regardless of the stipulated date of maturity.

     

    Section
      2.2 Late
      Charges.
      In the
      event that any payment (other than the final payment due on the Maturity Date)
      is not received by Lender on the date when due (subject to any applicable grace
      period), then, in addition to any default interest payments due hereunder,
      Borrower shall also pay to Lender a late charge in an amount equal to five
      percent (5%) of the amount of such overdue payment. 

     

    Section
      2.3 Default
      Interest Rate.
      So long
      as any Event of Default exists hereunder or under any other Loan Document,
      regardless of whether or not there has been an acceleration of the indebtedness
      evidenced hereby, and at all times after maturity of the indebtedness evidenced
      hereby (whether by acceleration or otherwise), interest shall accrue on the
      outstanding principal balance of this Note, from the date due until the date
      credited, at a rate per annum equal to five percent (5%) in excess of the Note
      Rate, or, if such increased rate of interest may not be collected under
      applicable law, then at the maximum rate of interest, if any, which may be
      collected from Borrower under applicable law (as applicable, the “Default
      Interest Rate”),
      and
      such default interest shall be immediately due and payable.

     

    Section
      2.4 Borrower’s
      Agreements.
      Borrower acknowledges that it would be extremely difficult or impracticable
      to
      determine Lender’s actual damages resulting from any late payment or default,
      and such late charges and default interest are reasonable estimates of those
      damages and do not constitute a penalty. The remedies of Lender in this Note
      or
      in the Loan Documents, or at law or in equity, shall be cumulative and
      concurrent, and to the extent permitted by applicable law may be pursued singly,
      successively or together, in Lender’s discretion.

     

    Section
      2.5 Borrower
      to Pay Costs.
      In the
      event that this Note, or any part hereof, is collected by or through an
      attorney-at-law, Borrower agrees to pay all costs of collection, including,
      but
      not limited to, reasonable attorneys’ fees.

     

    Section
      2.6 Exculpation.
      Notwithstanding anything to the contrary contained in this Note or the other
      Loan Documents, the obligations of Borrower hereunder shall be non-recourse
      except with respect to the Property and as otherwise provided in Section 18.32
      of the Security Instrument, the terms of which are incorporated
      herein.

     

    
      
        
        

      

      
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    ARTICLE
      III


     

    GENERAL
      CONDITIONS

     

    Section
      3.1 No
      Waiver; Amendment.
      No
      failure to accelerate the indebtedness evidenced hereby by reason of default
      hereunder, acceptance of a partial or past due payment, or indulgences granted
      from time to time shall be construed (i) as a novation of this Note or as a
      reinstatement of the indebtedness evidenced hereby or as a waiver of such right
      of acceleration or of the right of Lender thereafter to insist upon strict
      compliance with the terms of this Note, or (ii) to prevent the exercise of
      such
      right of acceleration or any other right granted hereunder or by any applicable
      laws; and to the fullest extent permitted by law, Borrower hereby expressly
      waives the benefit of any statute or rule of law or equity now provided, or
      which may hereafter be provided, which would produce a result contrary to or
      in
      conflict with the foregoing. No extension of the time for the payment of this
      Note or any installment due hereunder made by agreement with any person now
      or
      hereafter liable for the payment of this Note shall operate to release,
      discharge, modify, change or affect the original liability of Borrower under
      this Note, either in whole or in part, unless Lender agrees otherwise in
      writing. This Note may not be changed orally, but only by an agreement in
      writing signed by the party against whom enforcement of any waiver, change,
      modification or discharge is sought.

     

    Section
      3.2 Waivers.
      Presentment for payment, demand, protest and notice of demand, protest and
      nonpayment and all other notices are hereby waived by Borrower. Borrower hereby
      further waives and renounces, to the fullest extent permitted by law, all rights
      to the benefits of any moratorium, reinstatement, marshaling, forbearance,
      valuation, stay, extension, redemption, appraisement, exemption and homestead
      now or hereafter provided by the Constitution and laws of the United States
      of
      America and of each state thereof, both as to itself and in and to all of its
      property, real and personal, against the enforcement and collection of the
      obligations evidenced by this Note or the other Loan Documents.

     

    Section
      3.3 Limit
      of Validity.
      The
      provisions of this Note and of all agreements between Borrower and Lender,
      whether now existing or hereafter arising and whether written or oral,
      including, but not limited to, the Loan Documents, are hereby expressly limited
      so that in no contingency or event whatsoever, whether by reason of demand
      or
      acceleration of the maturity of this Note or otherwise, shall the amount
      contracted for, charged, taken, reserved, paid or agreed to be paid
      (“Interest”)
      to
      Lender for the use, forbearance or detention of the money loaned under this
      Note
      exceed the maximum amount permissible under applicable law. If, from any
      circumstance whatsoever, performance or fulfillment of any provision hereof
      or
      of any agreement between Borrower and Lender shall, at the time performance
      or
      fulfillment of such provision shall be due, exceed the limit for Interest
      prescribed by law or otherwise transcend the limit of validity prescribed by
      applicable law, then, ipso facto, the obligation to be performed or fulfilled
      shall be reduced to such limit, and if, from any circumstance whatsoever, Lender
      shall ever receive anything of value deemed Interest by applicable law in excess
      of the maximum lawful amount, an amount equal to any excessive Interest shall
      be
      applied to the reduction of the principal balance owing under this Note in
      the
      inverse order of its maturity (whether or not then due) or, at the option of
      Lender, be paid over to Borrower, and not to the payment of Interest. All
      Interest (including any amounts or payments judicially or otherwise under the
      law deemed to be Interest) contracted for, charged, taken, reserved, paid or
      agreed to be paid to Lender shall, to the extent permitted by applicable law,
      be
      amortized, prorated, allocated and spread throughout the full term of this
      Note,
      including any extensions and renewals hereof until payment in full of the
      principal balance of this Note so that the Interest thereon for such full term
      will not exceed at any time the maximum amount permitted by applicable law.
      To
      the extent United States federal law permits a greater amount of interest than
      is permitted under the law of the State in which the Property is located, Lender
      will rely on United States federal law for the purpose of determining the
      maximum amount permitted by applicable law. Additionally, to the extent
      permitted by applicable law now or hereafter in effect, Lender may, at its
      option and from time to time, implement any other method of computing the
      maximum lawful rate under the law of the State in which the Property is located
      or under other applicable law by giving notice, if required, to Borrower as
      provided by applicable law now or hereafter in effect. This Section 3.3 will
      control all agreements between Borrower and Lender.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    Section
      3.4 Use
      of
      Funds.
      Borrower hereby warrants, represents and covenants that no funds disbursed
      hereunder shall be used for personal, family or household purposes.

     

    Section
      3.5 Unconditional
      Payment.
      Subject
      to Section 2.6 above, Borrower is and shall be obligated to pay principal,
      interest and any and all other amounts which become payable hereunder or under
      the other Loan Documents absolutely and unconditionally and without any
      abatement, postponement, diminution or deduction and without any reduction
      for
      counterclaim or setoff. In the event that at any time any payment received
      by
      Lender hereunder shall be deemed by a court of competent jurisdiction to have
      been a voidable preference or fraudulent conveyance under any bankruptcy,
      insolvency or other debtor relief law, then the obligation to make such payment
      shall survive any cancellation or satisfaction of this Note or return thereof
      to
      Borrower and shall not be discharged or satisfied with any prior payment thereof
      or cancellation of this Note, but shall remain a valid and binding obligation
      enforceable in accordance with the terms and provisions hereof, and such payment
      shall be immediately due and payable upon demand.

     

    Section
      3.6 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of Nebraska and the applicable laws of the United States of America. Borrower
      hereby irrevocably submits to the jurisdiction of any court of competent
      jurisdiction located in the State of Nebraska in connection with any proceeding
      out of or relating to this Note.

     

    Section
      3.7 Waiver
      of Jury Trial.
      BORROWER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY
      AND VOLUNTARILY, AFTER CONSULTATION WITH COMPETENT COUNSEL, WAIVES, RELINQUISHES
      AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THE DEBT EVIDENCED BY
      THIS
      NOTE OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR BORROWER, OR ANY OF THEIR
      RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR
      ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER, IN EACH
      OF
      THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR
      OTHERWISE.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      4.1 Successors
      and Assigns; Joint and Several; Interpretation.
      The
      terms and provisions hereof shall be binding upon and inure to the benefit
      of
      Borrower and Lender and their respective heirs, executors, legal
      representatives, successors, successors in title and assigns, whether by
      voluntary action of the parties or by operation of law. As used herein, the
      terms “Borrower” and “Lender” shall be deemed to include their respective heirs,
      executors, legal representatives, successors, successors in title and assigns,
      whether by voluntary action of the parties or by operation of law. If Borrower
      consists of more than one person or entity, each shall be jointly and severally
      liable to perform the obligations of Borrower under this Note. All personal
      pronouns used herein, whether used in the masculine, feminine or neuter gender,
      shall include all other genders; the singular shall include the plural and
      vice
      versa. Titles of articles and sections are for convenience only and in no way
      define, limit, amplify or describe the scope or intent of any provisions hereof.
      Time is of the essence with respect to all provisions of this Note. This Note
      and the other Loan Documents contain the entire agreements between the parties
      hereto relating to the subject matter hereof and thereof and all prior
      agreements relative hereto and thereto which are not contained herein or therein
      are terminated.

     

    Section
      4.2 Taxpayer
      Identification.
      Borrower’s Tax Identification Number is 20-5956155.

     

    Section
      4.3 State
      Specific Provisions.
      A
      credit agreement must be in writing to be enforceable under Nebraska law. To
      protect the Borrower and the Lender from any misunderstandings or
      disappointments, any contract, promise, undertaking, or offer to forbear
      repayment of money or to make any other financial accommodation in connection
      with this loan of money or grant or extension of credit, or any amendment of,
      cancellation of, waiver of, or substitution for any or all of the terms or
      provisions of any instrument or document executed in connection with this loan
      of money or grant or extension of credit, must be in writing to be
      effective.

     

    [THE
      BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has executed this Note under seal as of the date
      first
      written above. 

     

    
      	 	 	 
	 	
              LVP
                OAKVIEW STRIP CENTER LLC, 

              a
                Delaware limited liability company

            
	 
 	 
 	 
 
	 	By:  	/s/ David
              Lichtenstein
	 	
              

              Name:
                David Lichtenstein

              Title:
                President

            


    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	STATE OF NEBRASKA	)
	 	) ss.
	COUNTY OF _____________	) 


    

                                                                    

    The
      foregoing instrument was acknowledged before me this ______ day of December,
      2006 by David Lichtenstein as President of LVP OAKVIEW STRIP CENTER LLC, a
      Delaware limited liability company, on behalf of the limited liability
      company.

     

    
      
        
        

      

      
        1-1

        
          

        

      

      
        
        

      

    

     

    ANNEX
      1
      TO $27,500,000.00 PROMISSORY
      NOTE

    BY
      LVP
      OAKVIEW STRIP CENTER LLC

    TO
      WACHOVIA BANK, NATIONAL ASSOCIATION

     

    
      	
              Payment
                Date

            	 	
              Scheduled
                Payment

            
	
              2/11/2007

            	 	
              127,996.80

            
	
              3/11/2007

            	 	
              115,610.02

            
	
              4/11/2007

            	 	
              127,996.80

            
	
              5/11/2007

            	 	
              123,867.88

            
	
              6/11/2007

            	 	
              127,996.80

            
	
              7/11/2007

            	 	
              123,867.88

            
	
              8/11/2007

            	 	
              127,996.80

            
	
              9/11/2007

            	 	
              127,996.80

            
	
              10/11/2007

            	 	
              123,867.88

            
	
              11/11/2007

            	 	
              127,996.80

            
	
              12/11/2007

            	 	
              123,867.88

            
	
              1/11/2008

            	 	
              127,996.80

            
	
              2/11/2008

            	 	
              127,996.80

            
	
              3/11/2008

            	 	
              119,738.95

            
	
              4/11/2008

            	 	
              127,996.80

            
	
              5/11/2008

            	 	
              123,867.88

            
	
              6/11/2008

            	 	
              127,996.80

            
	
              7/11/2008

            	 	
              123,867.88

            
	
              8/11/2008

            	 	
              127,996.80

            
	
              9/11/2008

            	 	
              127,996.80

            
	
              10/11/2008

            	 	
              123,867.88

            
	
              11/11/2008

            	 	
              127,996.80

            
	
              12/11/2008

            	 	
              123,867.88

            
	
              1/11/2009

            	 	
              127,996.80

            
	
              2/11/2009

            	 	
              127,996.80

            
	
              3/11/2009

            	 	
              115,610.02

            
	
              4/11/2009

            	 	
              127,996.80

            
	
              5/11/2009

            	 	
              123,867.88

            
	
              6/11/2009

            	 	
              127,996.80

            
	
              7/11/2009

            	 	
              123,867.88

            
	
              8/11/2009

            	 	
              127,996.80

            
	
              9/11/2009

            	 	
              127,996.80

            
	
              10/11/2009

            	 	
              123,867.88

            
	
              11/11/2009

            	 	
              127,996.80

            
	
              12/11/2009

            	 	
              123,867.88

            
	
              1/11/2010

            	 	
              127,996.80

            
	
              2/11/2010

            	 	
              127,996.80

            
	
              3/11/2010

            	 	
              115,610.02

            
	
              4/11/2010

            	 	
              127,996.80

            
	
              5/11/2010

            	 	
              123,867.88

            
	
              6/11/2010

            	 	
              127,996.80

            
	
              7/11/2010

            	 	
              123,867.88

            
	
              8/11/2010

            	 	
              127,996.80

            
	
              9/11/2010

            	 	
              127,996.80

            
	
              10/11/2010

            	 	
              123,867.88

            
	
              11/11/2010

            	 	
              127,996.80

            
	
              12/11/2010

            	 	
              123,867.88

            
	
              1/11/2011

            	 	
              127,996.80

            
	
              2/11/2011

            	 	
              127,996.80

            
	
              3/11/2011

            	 	
              115,610.02

            
	
              4/11/2011

            	 	
              127,996.80

            
	
              5/11/2011

            	 	
              123,867.88

            
	
              6/11/2011

            	 	
              127,996.80

            
	
              7/11/2011

            	 	
              123,867.88

            
	
              8/11/2011

            	 	
              127,996.80

            
	
              9/11/2011

            	 	
              127,996.80

            
	
              10/11/2011

            	 	
              123,867.88

            
	
              11/11/2011

            	 	
              127,996.80

            
	
              12/11/2011

            	 	
              123,867.88

            
	
              1/11/2012

            	 	
              127,996.80