GUARANTY
      OF RECOURSE OBLIGATIONS

     

    January
      4, 2007

     

    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 have the meaning given to such term in
      the
      Loan Agreement), and secured by the Security Instrument and the other Loan
      Documents, the undersigned and each other Person who executes and delivers
      a
      joinder hereto in accordance with Section
      11(b)
      hereof
      (individually, a “Guarantor”
and,
      collectively, the “Guarantors”),
      hereby absolutely, unconditionally and irrevocably, and jointly and severally
      as
      a primary obligor with all other obligated Persons, guarantees the full and
      prompt payment and performance of all of the Guaranteed Obligations (hereinafter
      defined).

     

    The
      following additional provisions shall govern and apply to this Guaranty of
      Recourse Obligations (this “Guaranty”):

     

    1.  Guarantors’
      Liability.

     

    As
      used
      herein, the term “Guaranteed
      Obligations”
means
      the following:

     

    a. If
      a Full
      Recourse Event occurs, the “Guaranteed
      Obligations”
shall
      mean all of the “Obligations”,
      as
      defined in the Loan Agreement (including the entire principal balance of the
      Debt, all accrued interest thereon and all other amounts, costs or expenses
      payable pursuant to the Loan Documents) together with all Enforcement Costs
      (hereinafter defined).

     

    b. If
      a
      Partial Recourse Event occurs, but a Full Recourse Event has not occurred,
      the
“Guaranteed
      Obligations”
shall
      mean the sum of (i) all Losses (hereinafter defined) plus (ii) all Enforcement
      Costs.

     

    Unless
      and until a Full Recourse Event and/or a Partial Recourse Event occurs, Lender
      shall not pursue any claims under this Guaranty. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    As
      used
      herein, the term “Losses”
shall
      mean any and all claims, suits, liabilities (including strict liabilities),
      actions, proceedings, obligations, debts, damages, actual and out-of-pocket
      losses, out-of-pocket costs (including any and all costs and expenses incurred
      in the preservation, restoration and protection of the Property), expenses,
      fines, penalties, charges, fees, judgments, awards, amounts paid in settlement,
      punitive damages, foreseeable consequential damages and damages, actual and
      out-of-pocket costs and expenses of whatever kind or nature (including
      reasonable attorneys’ fees and other costs of defense) arising out of, incurred
      because of or related to the occurrence of any Partial Recourse Event. The
      term
“Enforcement
      Costs”
shall
      mean any and all out-of-pocket costs and expenses, including reasonable legal
      expenses and attorneys’ fees, (a) described in Section 7.4 of the Loan
      Agreement, (b) incurred or paid by Lender in protecting Lender’s interest in the
      Property, or (c) incurred in collecting any amount payable under this Guaranty
      or the other Loan Documents, or (d) incurred in enforcing Lender’s rights under
      this Guaranty or with respect to the Property, in each of clauses (a) through
      (d) whether or not any legal proceeding is commenced hereunder or thereunder
      and
      whether or not any Default or Event of Default shall have occurred and is
      continuing, together with interest thereon at the Default Rate (as defined
      in
      each Note) from the date paid or incurred by Lender until the costs and expenses
      described in this sentence are paid by Borrower or a Guarantor. Enforcement
      Costs shall include any of the foregoing incurred during or following the (i)
      exercise of any remedy by Lender under this Guaranty or the other Loan Documents
      or following the occurrence of an Event of Default, (ii) foreclosure of any
      mortgage prior to or subsequent to the Security Instrument not permitted under
      the Loan Documents, whether or not Lender is made a party to, or otherwise
      becomes involved in, such proceedings, in which proceeding Lender is made a
      party, (iii) bankruptcy, insolvency, reorganization, rehabilitation, liquidation
      or other similar proceeding in respect of any Borrower Party or an assignment
      by
      any Borrower Party for the benefit of its creditors, (iv) enforcement of the
      Obligations of or collection of any payments due from any Guarantor under this
      Guaranty, or from any Borrower Party under any of the other Loan Documents
      or
      with respect to the Property, or (v) incurring of any costs or expenses by
      Lender in connection with any refinancing or restructuring of the credit
      arrangements provided under this Guaranty or the other Loan Documents in the
      nature of a “work-out”, modification or restructuring. To the extent Lender
      receives any payment by any Person (including Guarantor) or pursuant to the
      exercise of any rights or remedies under the Loan Documents (including as a
      result of any foreclosure or transfer in lieu of foreclosure on any collateral
      or security for the Loan), Lender may apply any such payment to Obligations
      that
      are not Guaranteed Obligations until all Obligations that are not Guaranteed
      Obligations are paid in full, unless at the time of any such payment by
      Guarantor from Guarantor’s own funds (and not from the Property or any
      collateral or security for the Loan) Guarantor advises Lender that such payment
      is being made on account of the Guaranteed Obligations.

     

    2.  No
      Waiver.
      Nothing
      contained in this Guaranty shall (i) prevent Lender from exercising any
      rights or remedies against (a) any Person (including Borrower) who may be liable
      for the Obligations or the Guaranteed Obligations or (b) any property or
      collateral encumbered by any of the Loan Documents or from joining each or
      any
      Guarantor in any action whereby Lender seeks to preserve any potential liability
      of such Guarantor under this Guaranty (such as preserving a deficiency judgment
      after foreclosing on the Property or otherwise pursuing any other collateral),
      or to pursue Lender’s rights with respect to the Property or any other
      collateral for the Loan, (ii) be deemed to be a release or impairment of the
      Obligations or the Guaranteed Obligations or any security interest in favor
      of
      Lender encumbering the Property or any other collateral for the Loan, or (iii)
      affect Lender’s rights under or pursuant to any other guaranty or indemnity. To
      the extent Guarantors are liable for the Guaranteed Obligations, each Guarantor
      shall be jointly and severally liable for the Guaranteed Obligations with
      Borrower and any other Person who may be liable.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    3.  No
      Limitation.
      Nothing
      contained in this Guaranty shall limit any Guarantor’s liability arising under
      or pursuant to any other Loan Document, including the Environmental and
      Hazardous Substance Indemnification Agreement. The Guaranteed Obligations shall
      be in addition to and shall not limit or in any way affect the obligations
      of
      any Guarantor under any other existing or future guaranties unless said other
      guaranties are expressly modified or revoked in a writing signed by Lender.
      This
      Guaranty is independent of the Obligations of Borrower and/or any other Person
      under the other Loan Documents. Lender may bring a separate action to enforce
      the provisions hereof against each or any Guarantor without taking action
      against Borrower or any other Person or joining Borrower or any other Person
      as
      a party to such action. 

     

    4.  Consideration.
      Each
      Guarantor acknowledges that Lender would not have entered into the transactions
      contemplated by the Loan Documents without the execution and delivery of this
      Guaranty by such Guarantor and the execution and delivery of this Guaranty
      are
      material inducements to Lender to make the Loan and enter into the Loan
      Agreement. Each Guarantor further acknowledges that such Guarantor is directly
      or indirectly, the owner of an ownership interest in Borrower, and accordingly,
      such Guarantor will receive a direct and material benefit from Lender entering
      into the Loan Documents and making the Loan to Borrower. Accordingly, each
      Guarantor hereby acknowledges and agrees that the consideration received by
      such
      Guarantor for the execution and delivery of this Guaranty is actual and
      adequate. Each Guarantor further acknowledges and agrees that such Guarantor
      has
      had the benefit of legal counsel in connection with the execution and delivery
      of this Guaranty and such Guarantor has not executed and delivered this Guaranty
      under any fraud, duress, undue influence or coercion of any kind. Each Guarantor
      hereby acknowledges that: (a) the obligations undertaken by such Guarantor
      in
      this Guaranty are complex in nature, and (b) numerous possible defenses to
      the
      enforceability of the Guaranteed Obligations may presently exist and/or may
      arise hereafter, and (c) as part of Lender’s consideration for entering into
      this transaction, Lender has specifically bargained for the waiver and
      relinquishment by such Guarantor of all such defenses. Given all of the above,
      each Guarantor does hereby represent and confirm to Lender that such Guarantor
      is fully informed regarding, and that such Guarantor does thoroughly understand:
      (i) the nature of all such possible defenses, and (ii) the circumstances under
      which such defenses may arise, and (iii) the benefits which such defenses might
      confer upon such Guarantor, and (iv) the legal consequences to such Guarantor
      of
      waiving such defenses. Each Guarantor acknowledges that such Guarantor makes
      this Guaranty with the intent that this Guaranty and all of the informed waivers
      herein shall each and all be fully enforceable by Lender, and that Lender is
      induced to enter into this transaction in material reliance upon the presumed
      full enforceability thereof.

     

    5.  Guaranty.
      Notwithstanding anything to the contrary contained herein, the maximum liability
      of each Guarantor hereunder shall not exceed the amount which is one dollar
      less
      than the amount which would otherwise make this Guaranty unenforceable pursuant
      to any fraudulent conveyance, bankruptcy, insolvency or similar
      law.

     

    6.  Guaranty
      Absolute.
      This
      Guaranty is an irrevocable, absolute, continuing guaranty of payment and
      performance and not a guaranty of collection. This Guaranty may not be revoked
      by any Guarantor and shall continue to be effective with respect to any
      Guaranteed Obligations (as applicable) arising or created after any attempted
      revocation by such Guarantor and, if such Guarantor is a natural person, after
      such Guarantor’s death (in which event this Guaranty shall be binding upon such
      Guarantor’s estate and such Guarantor’s legal representatives and heirs). The
      fact that at any time or from time to time the Obligations or the Guaranteed
      Obligations may be increased or reduced pursuant to the Loan Documents,
      amendments to the Loan Documents or otherwise shall not release or discharge
      the
      obligation of any Guarantor to Lender with respect to the Guaranteed
      Obligations. This Guaranty may be enforced by Lender and any subsequent holder
      of the Note and shall not be discharged by the assignment or negotiation of
      all
      or part of such Note. The liability of each Guarantor hereunder shall be
      absolute, unconditional and irrespective of:

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (a)  lack
      of
      validity, genuineness or enforceability of the Note or any other Loan Document
      between Lender and Borrower or other Person relating thereto;

     

    (b)  change
      in
      the time, manner, place of payment of the indebtedness under, or in any other
      term of, or any other amendment or waiver of, or any consent to, or departure
      from, any Loan Document or other agreement between Borrower or any other Person
      and Lender, including the Note;

     

    (c)  insolvency
      of, or voluntary or involuntary bankruptcy, assignment for the benefit of
      creditors, reorganization or other similar proceedings affecting Borrower or
      any
      other Person or any of their respective assets;

     

    (d)  other
      circumstance, other than satisfaction of the Obligations by payment in full,
      which might otherwise constitute a defense available to, or a discharge of,
      Borrower or any other Person in respect of the Obligations or the Guaranteed
      Obligations;

     

    (e)  at
      any
      time or from time to time, without notice to any Guarantor, the time for any
      performance of or compliance with any of the Obligations or the Guaranteed
      Obligations shall be extended or modified, or such performance or compliance
      shall be waived;

     

    (f)  any
      of
      the acts mentioned in any of the provisions of the Note or any other Loan
      Documents shall be done or omitted;

     

    (g)  the
      exercise of any of Lender’s rights or remedies under the Loan
      Documents;

     

    (h)  the
      maturity of any of the Obligations or the Guaranteed Obligations shall be
      accelerated, or any of the Obligations or the Guaranteed Obligations shall
      be
      modified, supplemented or amended in any respect, or any right under the Note
      or
      any other Loan Documents shall be waived or any other guarantee of any of the
      Obligations or the Guaranteed Obligations or any security therefor shall be
      released or exchanged in whole or in part or otherwise dealt with;
      or

     

    (i)  any
      Lien
      or security interest granted to, or in favor of, the Lender as security for
      any
      of the Obligations or the Guaranteed Obligations shall fail to be
      perfected.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    No
      payment made by any Guarantor, any other guarantor or any other Person, or
      received or collected by Lender from any Guarantor, any other guarantor or
      any
      other Person by virtue of any action or proceeding or set off or application
      at
      any time in reduction of or in payment of the Obligations or the Guaranteed
      Obligations shall be deemed to modify, release or otherwise affect the liability
      of any Guarantor under this Guaranty for the balance of the Guaranteed
      Obligations. Notwithstanding any such payments received or collected by Lender
      in connection with the Obligations or the Guaranteed Obligations, each Guarantor
      shall, subject to the limitations herein contained, remain liable for the
      balance of the Guaranteed Obligations until all the Guaranteed Obligations
      are
      paid in full. This Guaranty shall continue to be effective or be reinstated,
      as
      the case may be, if at any time any payment of any of the Obligations or the
      Guaranteed Obligations is rescinded or must otherwise be returned by Lender
      upon
      the insolvency, bankruptcy or reorganization of Borrower or any other Person
      otherwise, all as though such payment had not been made.

     

    Lender
      shall not be required to inquire into the powers of any Borrower Party or any
      respective member, partner, shareholder, manager, officer, director or any
      other
      agent acting or purporting to act on behalf of any Borrower Party, or any other
      signatory to any of the Loan Documents, and monies, advances, renewals or
      credits described in this Guaranty in fact borrowed or obtained from Lender
      in
      professed exercise of such powers shall be deemed to form part of the debts
      and
      liabilities hereby guaranteed, notwithstanding that such borrowing or obtaining
      of monies, advances, renewals, or credits shall be in excess of the powers
      of
      any Borrower Party or any respective partner, member, manager, officer, director
      or other agent of any Borrower Party aforesaid, or be in any way irregular,
      defective or informal.

     

    7.  Dealing
      with the Borrower and Others.

     

    (a)  The
      Obligations and the Guaranteed Obligations shall not be released, discharged,
      limited or in any way affected by anything done, suffered or permitted by Lender
      in connection with any monies or credit advanced by Lender to Borrower or on
      behalf of Borrower pursuant to the Loan Documents or any security therefor,
      including any loss of or in respect of any security received by Lender from
      Borrower or any other Person. It is agreed that Lender, without releasing,
      discharging, limiting or otherwise affecting in whole or in part the Obligations
      or the Guaranteed Obligations and each Guarantor’s liabilities under this
      Guaranty may, without limiting the generality of the foregoing:

     

    (i)  Grant
      time, renewals, extensions, indulgences, releases, waivers, modifications and
      discharges to Borrower or any other Person guaranteeing payment of or otherwise
      liable with respect to the Obligations or the Guaranteed Obligations (each
      such
      party, an “Obligor”).

     

    (ii)  Take
      or
      abstain from taking security or collateral from Borrower or any Obligor or
      from
      perfecting security or collateral of Borrower or any Obligor.

     

    (iii)  Take,
      or
      delay in taking or refusing to take, any and all action with respect to the
      Note
      and the other Loan Documents (regardless of whether same might vary the risk
      or
      alter the rights, remedies or recourses of Guarantors), including specifically
      (but without limitation) the settlement or compromise of any amount allegedly
      due thereunder, all without notice or consideration to or the consent of any
      Guarantor.

    
       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

    

    (iv)  Apply
      all
      monies at any time received from Borrower or any Obligor upon such part of
      the
      Obligations or the Guaranteed Obligations as Lender may see fit (subject to
      the
      requirements of the Loan Documents).

     

    (v)  Otherwise
      deal with Borrower or any Obligor as Lender may see fit.

     

    (vi)  Declare
      all sums owing to Lender under the Note and the other Loan Documents due and
      payable upon the occurrence of an Event Default under the Loan Documents or
      decline to do so.

     

    (vii)  Otherwise
      modify the terms of any of the Loan Documents.

     

    (viii)  Release,
      substitute or add any one or more endorsers of the Note or guarantors of
      Borrower’s obligations under the Note or the other Loan Documents.

     

    (b)  Lender
      shall not be bound or obliged to exhaust recourse against Borrower or any other
      Obligor or any security, guaranty, indemnity, mortgage or collateral Lender
      may
      hold or take any other action (other than to make demand pursuant to
Section
      13
      of this
      Guaranty) before being entitled to payment from Guarantors hereunder. It is
      the
      intent of Guarantors and Lender that the Guaranteed Obligations are primary,
      absolute and unconditional under any and all circumstances and that, until
      all
      of Borrower’s obligations under the Loan Documents are fully and finally
      satisfied, such obligations shall not be discharged or released, in whole or
      in
      part, by any act or occurrence which might be deemed a legal or equitable
      discharge or release of any Guarantor.

     

    8.  Subrogation.
      No
      Guarantor shall exercise any right of subrogation with respect to Borrower
      or
      any Obligor with respect to payments made to Lender hereunder or otherwise
      until
      such time as all Guaranteed Obligations shall have been irrevocably paid in
      full. In the case of the liquidation, winding-up or bankruptcy of Borrower
      or
      any Obligor (whether voluntary or involuntary) or in the event that Borrower
      or
      any Obligor shall make an arrangement or composition with its creditors, Lender
      shall have the right to rank first for its full claim and to receive all
      payments in respect thereof until its claim has been paid in full and each
      Guarantor shall, subject to the limitations herein contained, continue to be
      liable to Lender for any balance of the Guaranteed Obligations. To the extent
      permitted by law, each Guarantor irrevocably releases and waives any subrogation
      rights or right of contribution or indemnity (whether arising by operation
      of
      law, contract or otherwise) which such Guarantor may have against the Property
      or any part thereof, any collateral pledged as security for the Loan, Borrower
      or any Obligor or any Person constituting such Borrower or any Obligor if and
      to
      the extent any such right or rights would give rise to a claim under the
      Bankruptcy Code that payments to Lender with respect to the Obligations
      constitute a preference in favor of such Guarantor or a claim under the
      Bankruptcy Code that any such preference is recoverable from Lender. If any
      Guarantor becomes subrogated by payment or otherwise to any of the rights of
      Lender pursuant to any of the Loan Documents or applicable law, the rights
      of
      Lender to which such Guarantor shall be subrogated shall be accepted by such
      Guarantor “as is” and without any representation or warranty of any kind by
      Lender, express or implied, with respect to the legality, value, validity or
      enforceability of any of such rights, or the existence, availability, value,
      merchantability or fitness for any particular purpose of any collateral and
      shall be without recourse to Lender. Unless and until all of the Debt is
      irrevocably paid in full and all Obligations under the Loan are irrevocably
      paid
      and performed in full, each Guarantor further unconditionally and irrevocably
      waives any right to enforce any remedy which Lender now has or may hereafter
      have against Borrower or any Obligor, and further waives any benefit of, and
      any
      right to participate in, any security now or hereafter held by Lender, and
      waives any defense based upon an election of remedies by Lender which destroys
      or otherwise impairs any subrogation rights of such Guarantor or the right
      of
      such Guarantor to proceed against Borrower or any Obligor for reimbursement,
      or
      both.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    9.  Representations
      and Warranties.
      Each
      Guarantor hereby represents and warrants to Lender that:

     

    (a)  Such
      Guarantor is not insolvent (as such term is defined or determined for purposes
      of the Bankruptcy Code or any other applicable law), and the execution and
      delivery of this Guaranty will not make such Guarantor insolvent (as such term
      is defined or determined for purposes of the Bankruptcy Code or any other
      applicable law).

     

    (b)  Such
      Guarantor has all requisite power and authority to carry on its business, to
      hold title to and own the property it owns, to execute, deliver and perform
      this
      Guaranty and each of the other Loan Documents to which it is a party, and to
      consummate the transactions contemplated hereby and thereby. 

     

    (c)  The
      execution and delivery of this Guaranty and the other Loan Documents to which
      it
      is a party and the performance by such Guarantor of the Guaranteed Obligations
      and any other obligations hereunder or thereunder do not and will not (i)
      contravene, violate or conflict with in any material respect, or result in
      a
      breach of or default under, any contractual obligation of such Guarantor or
      to
      which such Guarantor or such Guarantor’s assets is or are subject, or (ii)
      violate in any material respect any provision of any Legal Requirement, or
      (iii)
      result in or require the creation or imposition of any Lien in favor of any
      Person other than Lender on any of the properties or revenues of such Guarantor
      pursuant to any Legal Requirement or material contractual obligation of such
      Guarantor. 

     

    (d)  No
      consent, approval, or authorization of, or registration, declaration, or filing
      with, any Governmental Authority or any other Person is required and has not
      been obtained in writing by such Guarantor, in connection with the execution,
      delivery, and performance by such Guarantor of each of the Loan Documents to
      which it is a party or any of the transactions contemplated by such Loan
      Documents.

     

    (e)  This
      Guaranty, and each of the other Loan Documents to which such Guarantor is a
      party, has been duly authorized, executed and delivered by it, and this
      Guaranty, and each term and provision hereof, is the legal, valid and binding
      obligation of such Guarantor enforceable against such Guarantor in accordance
      with its terms, except as enforceability may be limited by applicable
      bankruptcy, moratorium, insolvency, reorganization or similar laws affecting
      creditors, rights generally and general principles of equity (whether considered
      in an action or proceeding in equity or at law).

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (i)  All
      financial statements delivered to Lender at any time by or on behalf of such
      Guarantor (a) are true and correct in all material respects, (b) fairly present
      in a manner consistent with prior statements submitted to Lender the respective
      financial conditions of the subjects thereof and for the periods referenced
      therein, and (c) have been prepared in accordance with Acceptable Accounting
      Principles consistently applied and there has been no Material Adverse Change
      in
      the financial position of such Guarantor since the respective dates of (or
      periods covered by) such statements. Without limiting the foregoing, all assets
      shown on such financial statements, unless clearly designated to the contrary
      on
      such financial statements, (A) are free and clear of any exemption or any claim
      of exemption of such Guarantor or any other Person, (B) accurately reflect
      all
      debt and prior pledges or encumbrances of or on any of such Guarantor's assets
      (direct or indirect) at the date of the financial statements and at all times
      thereafter and (C) are owned individually (and solely managed) by such Guarantor
      and not jointly with any spouse or other Person.

     

    (f)  There
      are
      no conditions precedent to the effectiveness of this Guaranty.

     

    (g)  There
      are
      no legal proceedings or claims or demands pending against or, to such
      Guarantor’s knowledge threatened against, such Guarantor or any of its assets
      that either (a) would adversely affect its ability to comply with this Guaranty
      or any of the other Loan Documents or could render Guarantor insolvent or (b)
      seek a judgment against Guarantor or any of its assets in excess of
      $1,000,000.

     

    (h)  Neither
      this Guaranty nor any financial information, certificate or statement furnished
      to Lender by or on behalf of such Guarantor contains any untrue statement of
      a
      material fact or intentionally omits to state a material fact necessary to
      make
      the statements herein and therein, in the light of the circumstances under
      which
      they are made, not misleading.

     

    (i)  No
      conditions exist which would prevent such Guarantor from complying with the
      provisions of this Guaranty or any of the other Loan Documents to which it
      is a
      party within the time limits set forth herein and therein.

     

    (j)  Such
      Guarantor has filed all tax returns and reports required by law to have been
      filed by it, and has paid all taxes, assessments and governmental charges levied
      upon it or any of its assets which are due and payable, except any such taxes
      or
      charges which are being contested in good faith by appropriate proceedings
      and
      for which adequate reserves have been set aside.

     

    (k)  Such
      Guarantor has adequate means of obtaining from sources other than Lender, on
      a
      continuing basis, financial and other information pertaining to Borrower's
      financial condition, the condition (financial and otherwise) of the Property
      and
      Borrower's activities relating thereto and the status of Borrower's performance
      of the Obligations under the Loan Documents, and such Guarantor shall keep
      adequately informed from such means of any facts, events or circumstances which
      might in any way affect such Guarantor's risks hereunder.

     

    (l)  Such
      Guarantor is not an "employee benefit plan" (within the meaning of section
      3(3)
      of ERISA) to which ERISA applies and no assets of such Guarantor constitute
      assets of any such plan. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (m)  Such
      Guarantor is not engaged in the business of extending credit for the purpose
      of
      purchasing or carrying margin stock, and no proceeds of the Loan will be used
      for a purpose which violates, or would be inconsistent with Federal Reserve
      System Board of Governors' Board Regulation U or X (as such terms are used
      in
      Federal Reserve System Board of Governors' Board Regulation U or X or any
      regulations substituted therefor, as from time to time in effect).

     

    (n)  Such
      Guarantor is not an "investment company" or a company "controlled" by an
      "investment company" within the meaning of the Investment Company Act of 1940,
      as amended.

     

    (o)  All
      amounts payable by such Guarantor under the Loan Documents may be made free
      and
      clear of, and without deduction for or on account of, any tax.

     

    10.  Transfers.
      Each
      Guarantor shall comply with the restrictions on Transfer set forth in
Section
      5.22
      of the
      Loan Agreement.

     

    11.  Financial
      Reporting of Guarantors.
      Each
      Guarantor shall provide or cause to be provided to Lender the
      following:

     

    (a) Within
      one hundred twenty (120) days after the end of each Fiscal Year, a copy of
      such
      Guarantor's balance sheet, income statement, cash flows statement and statement
      of changes in financial position for such Fiscal Year. Each such annual report
      shall (i) include a schedule of all material contingent liabilities and all
      other notes and schedules relating thereto, (ii) be in a form reasonably
      satisfactory to the Lender, (iii) be prepared in accordance with Acceptable
      Accounting Principles consistently applied, and (iv) be certified to Lender
      by
      such Guarantor.

     

    (b) Copies
      of
      such Guarantor’s federal and state income tax returns for each taxable year, as
      filed with the appropriate Governmental Authority, within forty-five (45) days
      after filing of same.

     

    (c) From
      time
      to time promptly after Lender’s request, such additional information, reports
      and statements (including quarterly financial statements) regarding the business
      operations and financial condition of such Guarantor (including, without
      limitation, financial information on any investment or partnership interests
      or
      membership interests or holdings or any other asset which is reflected on such
      Guarantor’s financial statements) as Lender may reasonably request.

     

    12.  Omitted.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    13.  Demand
      for Payment. 

     

    (a)  Subject
      to the limitations on Guarantors’ liability set forth herein, each Guarantor
      shall make payment of the Guaranteed Obligations and other amounts payable
      by
      such Guarantor hereunder within ten (10) Business Days after demand therefor
      is
      made by Lender to such Guarantor in writing. Lender shall not be required to
      seek payment of the Obligations or the Guaranteed Obligations from Borrower
      or
      any Obligor or any other Person (including any other guarantor) prior to
      exercising Lender’s rights and enforcing Lender’s remedies under this Guaranty
      and the other Loan Documents. It shall not be necessary for Lender, in order
      to
      exercise Lender’s rights and enforce Lender’s remedies under this Guaranty or
      under the other Loan Documents, first to institute suit or exhaust Lender’s
      remedies against the Property or any other collateral given as security for
      the
      Loan, Borrower or any other Person liable for the Debt (including any other
      guarantor or any other Guarantor under this Guaranty), to have Borrower or
      any
      other obligated Person (including any other guarantor or any other Guarantor
      under this Guaranty) joined with any Guarantor in any suit brought under this
      Guaranty or to enforce Lender’s rights against any security which shall ever
      have been given to secure the Debt. However, in the event Lender elects in
      Lender’s sole discretion to enforce and/or exercise any remedies it may possess
      with respect to the Property or any other security for the Obligations prior
      to
      demanding payment from any Guarantor, each Guarantor shall nevertheless be
      obligated hereunder for the Guaranteed Obligations and not repaid or recovered
      incident to the exercise of such remedies. The obligations of each Guarantor
      hereunder are independent of the obligations of Borrower. A separate action
      may
      be brought and prosecuted against each or any Guarantor, subject to the
      limitations on each Guarantor’s liability herein expressed. Each Guarantor
      expressly waives any rights under any statute or the common law, providing
      any
      requirement that Lender institute suit or exercise or exhaust Lender’s remedies
      or rights against the Property or any other collateral or security for the
      Loan,
      Borrower or against any other Person, guarantor, or other collateral guaranty
      securing all or any part of the Obligations, prior to enforcing any rights
      Lender has under this Guaranty, or otherwise. Each Guarantor agrees that such
      Guarantor’s liability hereunder is primary, absolute and unconditional without
      regard to the liability of any other party, it being understood that this
      Guaranty is a guaranty of payment and performance and not merely of collection.
      Without limitation to the foregoing, each Guarantor waives, to the extent the
      same are applicable: (i) any defense based upon any legal disability or other
      defense of Borrower, any other guarantor or other Person, or by reason of the
      cessation or limitation of the liability of Borrower from any cause other than
      full payment of all sums payable under the Note or any of the other Loan
      Documents; (ii) any defense based upon any lack of authority of the officers,
      directors, partners or agents acting or purporting to act on behalf of Borrower
      or any principal of Borrower or any defect in the formation of Borrower or
      any
      principal of Borrower; (iii) any defense based upon the application by Borrower
      of the proceeds of the Loan for purposes other than the purposes represented
      by
      Borrower to Lender or intended or understood by Lender or any Guarantor; (iv)
      any and all rights and defenses arising out of an election of remedies by
      Lender; (v) any defense based upon Lender’s failure to disclose to any Guarantor
      any information concerning the Property, Lender’s underwriting of the Loan and
      the Property, Borrower’s financial condition or any other circumstances bearing
      on Borrower’s ability to pay all sums payable under the Note or any of the other
      Loan Documents; (vi) any defense based upon any statute or rule of law
      which provides that the obligation of a surety must be neither larger in amount
      nor in any other respects more burdensome than that of a principal; (vii) any
      defense based upon Lender’s election, in any proceeding instituted under the
      Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy
      Code
      or any successor statute; (viii) any defense based upon any borrowing or any
      grant of a security interest under Section 364 of the Bankruptcy Code;
      (ix) presentment, demand, protest and notice of any kind (except as
      expressly required herein); (x) the benefit of any statute of limitations
      affecting the liability of any Guarantor hereunder or the enforcement hereof;
      (xi) any defense arising by reason of any insolvency, death, insanity, minority,
      dissolution or any other defense of Borrower, or any other surety, co-maker,
      endorser or guarantor of Borrower’s obligations under the Loan Documents, it
      being agreed that each Guarantor shall remain liable hereon regardless of
      whether Borrower or any other such Person be found not liable thereon for any
      reason; (xii) all suretyship defenses of every kind and nature; and (xiii)
      any
      claim any Guarantor might otherwise have against Lender by virtue of Lender’s
      invocation of any right, remedy or recourse permitted Lender hereunder or under
      the other Loan Documents. Each Guarantor
      further
      waives any and all rights and defenses that such Guarantor may have because
      the
      Borrower’s debt is secured by real property; this means, among other things,
      that: (1) Lender may collect from such Guarantor without first foreclosing
      on any real or personal property collateral pledged by Borrower; (2) if Lender
      forecloses on any real property collateral pledged by Borrower, then (A) the
      amount of the Guaranteed Obligations may be reduced only by the price for which
      that collateral is sold at the foreclosure sale, even if the collateral is
      worth
      more than the sale price, and (B) Lender may collect from such Guarantor even
      if
      Lender, by foreclosing on the real property collateral, has destroyed any right
      such Guarantor may have to collect from Borrower. Finally,
      each Guarantor agrees that the performance of any act or any payment which
      tolls
      any statute of limitations applicable to the Loan Documents shall similarly
      operate to toll the statute of limitations applicable to such Guarantor’s
      liability hereunder. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (b)  This
      Guaranty may not be revoked by any Guarantor and shall continue to be effective
      with respect to the Guaranteed Obligations arising or created after any
      attempted revocation by any Guarantor. The liquidation, dissolution or
      withdrawal of Borrower or any Guarantor shall not terminate or affect this
      Guaranty. Each Guarantor agrees that to the extent Borrower makes a payment
      or
      payments to Lender, which payment or payments or any part thereof are at any
      time invalidated, declared to be fraudulent or preferential, set aside or
      required for any of the foregoing reasons or for any other reason to be repaid
      or paid over to a custodian, trustee, receiver, or any other party under any
      bankruptcy act, state or federal law, common law or equitable cause, then to
      the
      extent of such payment or repayment, the Guaranteed Obligations or any part
      thereof intended to be satisfied shall be revived and continued in full force
      and effect as if said payment or repayment had not been made and each Guarantor
      shall, subject to the limitations on its liability herein contained, be
      primarily liable for such Guaranteed Obligations and any prior release or
      discharge from the terms of this Guaranty given to such Guarantor by Lender
      shall be without effect, and this Guaranty shall remain in full force and effect
      to the extent of such amount required to be repaid or paid over as aforesaid.
      Each Guarantor agrees that this Guaranty shall continue to be effective or
      be
      reinstated, as the case may be, if at any time payment or performance of any
      of
      the Obligations or the Guaranteed Obligations, or any part thereof, is avoided,
      rescinded or waived and must otherwise be restored, disgorged, reimbursed or
      repaid by Lender and shall continue in full force and effect as long as there
      exists a possibility that any payment or performance of any of the Obligations
      or the Guaranteed Obligations may be avoided, rescinded or waived and so
      restored, disgorged, reimbursed or repaid. Each Guarantor, jointly and
      severally, agrees to indemnify the Lender on demand for all reasonable costs
      and
      expenses (including reasonable fees of counsel) incurred by the Lender in
      connection with such rescission or restoration, including any such costs and
      expenses incurred in defending against any claim alleging that such payment
      constituted a preference, fraudulent transfer or similar payment under any
      bankruptcy, insolvency or similar law. Each Guarantor acknowledges that a
      principle purpose of this Guaranty is to ensure payment of the Guaranteed
      Obligations to Lender in the event of the bankruptcy or insolvency of Borrower,
      the commencement of proceedings by or against Borrower under the Bankruptcy
      Code, or the appointment of a trustee or receiver for the estate or assets,
      or
      any part thereof, of Borrower, and that Lender is entering into the Loan
      Documents in reliance upon the enforceability of this Guaranty in the event
      of
      the bankruptcy or insolvency of Borrower, the appointment of a trustee or
      receiver for the assets, or any part thereof, of Borrower, or the commencement
      of proceedings by or against Borrower under the Bankruptcy Code. Each Guarantor
      shall remain liable for the Guaranteed Obligations notwithstanding any
      extension, reduction, modification, composition or other alteration of the
      Obligations or the Guaranteed Obligations as a result of any proceeding under
      the Bankruptcy Code (as the Obligations and the Guaranteed Obligations existed
      without giving effect to any such extension, reduction, modification,
      composition or other alteration). Accordingly, each Guarantor further
      acknowledges and agrees that in the event that proceedings by Lender against
      Borrower are stayed by or in any court for any reason, or in the event that
      the
      Loan Documents are terminated or not enforced by action of a court or trustee
      in
      such proceedings, such stay, termination or unenforceability shall not prevent
      or prohibit any action by Lender upon this Guaranty, notwithstanding any
      potential allegation by any Guarantor that enforcement of this Guaranty may
      in
      any manner inhibit or prevent the reorganization or rehabilitation of Borrower.
      Each Guarantor acknowledges and agrees that such Guarantor’s efforts are not
      necessary for a successful reorganization or rehabilitation of Borrower or
      any
      other Person and such Guarantor therefore waives any right to seek a stay or
      injunction of any proceeding against such Guarantor with respect to this
      Guaranty whether based on Section 105 of the Bankruptcy Code or
      otherwise.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (c)  In
      any
      bankruptcy or other proceeding in which the filing of claims is required by
      law,
      each Guarantor shall file, at the option of Lender (which shall be exercised
      in
      Lender’s sole and absolute discretion), all claims which such Guarantor may have
      against Borrower relating to any indebtedness of Borrower to such Guarantor
      and
      shall assign to Lender all rights of such Guarantor thereunder. If any Guarantor
      does not file any such claim, Lender, as attorney-in-fact for such Guarantor,
      is
      hereby authorized to do so in the name of such Guarantor or, in Lender’s
      discretion, to assign the claim to a nominee and to cause proof of claim to
      be
      filed in the name of Lender’s nominee. The foregoing power of attorney is
      coupled with an interest and cannot be revoked. Lender or its nominee shall
      have
      the right to accept or reject any plan proposed in such proceeding and to take
      any other action which a party filing a claim is entitled to do. In all such
      cases, whether in administration, bankruptcy or otherwise, the Person or Persons
      authorized to pay such claim shall pay to Lender the amount payable on such
      claim and, to the full extent necessary for that purpose, each Guarantor hereby
      assigns to Lender all of such Guarantor’s rights to any such payments or
      distributions; provided,
      however,
      that
      the Guaranteed Obligations shall not be satisfied except to the extent that
      Lender receives cash by reason of any such payment or distribution. If Lender
      receives anything hereunder other than cash, the same shall be held as
      collateral for amounts due under this Guaranty. In the event of any foreclosure
      sales of the Property and/or any other collateral covered by the Loan Documents,
      the proceeds of such sales shall be applied first to the discharge of that
      portion of the Guaranteed Obligations then remaining unpaid as to which such
      Guarantor is not fully personally liable pursuant to this Guaranty, it being
      the
      express intention of the parties that the application of the proceeds of such
      foreclosure sales shall be in such a manner as not to extinguish or reduce
      such
      Guarantor’s personal liability hereunder until all of the Guaranteed Obligations
      as to which such Guarantor is not personally liable hereunder have been paid
      in
      full. Nothing contained in this Section
      13
      shall be
      construed to require that Lender foreclose the liens and security interests
      created in the Loan Documents as a condition precedent to bringing an action
      against any Guarantor upon this Guaranty, or as an agreement that any
      Guarantor’s liability is limited to any deficiency remaining after such a
      foreclosure.

     

    14.  Waiver
      of Notice of Acceptance.
      Each
      Guarantor hereby waives notice of acceptance of this Guaranty.

     

    15.  Additional
      Guaranties.
      This
      Guaranty is in addition and without prejudice to any other guaranties of any
      kind (whether or not in the same form as this instrument) now or hereafter
      held
      by Lender with respect to the Debt. Lender shall not be obligated to proceed
      under any other guaranty or security with respect to any or all of the
      Obligations or the Guaranteed Obligations before being entitled to payment
      from
      each or any Guarantor under this Guaranty.

     

    16.  GOVERNING
      LAW.
      THIS INSTRUMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
      OF THE STATE OF NEW YORK. THIS CHOICE OF LAW IS MADE PURSUANT TO NEW YORK
      GENERAL OBLIGATIONS LAW SECTION 5.1401.

     

    17.  WAIVER
      OF TRIAL BY JURY.
      LENDER BY ACCEPTING THIS GUARANTY AND EACH GUARANTOR HEREBY AGREE NOT TO ELECT
      A
      TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO
      TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER
      EXIST WITH REGARD TO THIS GUARANTY. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
      GIVEN KNOWINGLY AND VOLUNTARILY BY EACH GUARANTOR AND LENDER, AND IS INTENDED
      TO
      ENCOMPASS EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO TRIAL BY JURY
      WOULD OTHERWISE ACCRUE OR ARISE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A
      COPY
      OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY
      THE
      OTHER PARTY.

     

    18.  Addresses
      of Notices.
      All
      notices, demands, and other communications provided for hereunder shall be
      in
      writing and shall be given or made in the manner set forth in the Loan Agreement
      and addressed as set forth below or as to each party at such other address
      or
      addresses within the continental United States of America as shall be designated
      by such party in a written notice to each other party complying as to delivery
      with the terms of this Section
      18:

     

    
      	 	If to Lender: 	 	Lehman Brothers Holdings Inc.
	 	 	 	
              399
                Park Avenue, 8th Floor

              New
                York, New York 10022

              Attention:
                Charles Manna

              Telephone:
                (212) 526-4071

              Facsimile:
                (646) 758-5366

              MTS
                No.: WH4463

            


    

     

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
       

      
        	 	with copies to:	 	
                Lehman
                  Brothers Holdings Inc.

                
                  399
                    Park Avenue, 8th Floor

                  New
                    York, New York 10022

                  Attention:
                    David Broderick

                  
                    Telephone:
                      (212) 526-2453

                    Facsimile:
                      (646) 758-5311

                    MTS
                      No.: WH4463

                  

                

              
	 	 	 	 
	 	 	 	and
	 	 	 	 
	 	 	 	
                Weil,
                  Gotshal & Manges LLP

                767
                  Fifth Avenue

                New
                  York, New York 10153

                Attention:
                  W. Michael Bond, Esq.

                Telephone:
                  (212) 310-8000

                Facsimile:
                  (212) 310-8007

              
	 	 	 	 
	 	 	 	and
	 	 	 	 
	 	 	 	
                Weil,
                  Gotshal & Manges LLP

                1395
                  Brickell Avenue, Suite 1200

                Miami,
                  Florida 33131

                Attention:
                  Beatriz Azcuy-Diaz, Esq.

                Telephone:
                  (305) 577-3100

                Facsimile:
                  (305) 374-7159

              
	 	 	 	 
	 	with a copy to	 	 
	 	Servicer: 	 	
                TriMont
                  Real Estate Advisors, Inc.

                Monarch
                  Tower

                3424
                  Peachtree Road N.E., Suite 2200

                Atlanta,
                  Georgia 30326

                Attention:
                  J. Gregory Winchester

                Telephone:
                  (404) 420-5600

                Facsimile:
                  (404) 420-5610

                MTS
                  No.: WH4463/Asset No.: 1152701

              
	 	 	 	 
	 	If to Owner	 	 
	 	or Borrower:	 	1407 Broadway Real Estate LLC
                1407
                  Broadway Mezz LLC

                c/o
                  The Lightstone Group

                326
                  Third Street

                Lakewood,
                  New Jersey 08701 

                Attention:
                  David Lichtenstein

                Telephone:
                  (732) 367-0129

                Facsimile:
                  (732) 363-7183

              


      

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      
        	 	 	 	with a copy to:
	 	 	 	 
	 	 	 	
                Herrick,
                  Feinstein LLP

                2
                  Park Avenue

                New
                  York, New York 10016

                Attention:
                  Sheldon Chanales, Esq.

                Telephone:
                  (212) 592-1472

                Facsimile:
                  (212) 545-3313

              


      

    

    

    

    19.  This
      Section shall not be construed in any way to affect or impair any waiver of
      notice or demand provided in this Guaranty or in any other Loan Document or
      to
      require giving of notice or demand to or upon any Person in any situation or
      for
      any reason except as may otherwise be specifically provided for in this Guaranty
      or the other Loan Documents.

     

    20.  No
      Waiver, Remedies.
      No
      failure on the part of Lender to exercise, and no delay in exercising, any
      right
      hereunder shall operate as a waiver thereof nor shall any single or partial
      exercise of any right hereunder preclude any other or further exercise thereof
      or the exercise of any other right. The remedies herein provided are cumulative
      and not exclusive of any remedies provided by law. Any amendments to, or
      revisions of, any provisions of this Guaranty must be in writing and signed
      by
      Guarantors and Lender to be effective. Any waiver of any provision of this
      Guaranty must be in writing and signed by the party against whom such waiver
      is
      sought to be enforced.

     

    21.  Benefit
      and Binding Nature.
      This
      Guaranty is a continuing guaranty of payment and shall (a) remain in full force
      and effect until irrevocable payment in full of the Guaranteed Obligations
      and
      all other amounts payable hereunder, (b) be binding upon each Guarantor, such
      Guarantor’s personal representatives, executors, administrators, heirs,
      distributees and successors and assigns, and (c) inure to the benefit of and
      be
      enforceable by Lender and its respective successors and assigns.

     

    22.  Jurisdiction.
      EACH
      GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
      NEW YORK STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE COUNTY
      OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      GUARANTY OR ANY OTHER LOAN DOCUMENT, AND EACH GUARANTOR HEREBY IRREVOCABLY
      AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD
      AND
      DETERMINED IN SUCH NEW YORK STATE COURT, OR TO THE EXTENT PERMITTED BY LAW,
      IN
      SUCH FEDERAL COURT. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
      EXTENT SUCH GUARANTOR MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT
      FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN SUCH COURT. THIS
      CONSENT TO JURISDICTION IS MADE PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW
      SECTION 5.1402. EACH
      GUARANTOR DOES HEREBY DESIGNATE HERRICK, FEINSTEIN LLP, 2 PARK AVENUE, NEW
      YORK,
      NEW YORK 10016, ATTENTION: SHELDON CHANALES, ESQ., AS ITS AGENT FOR SERVICE
      OF
      PROCESS AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS
      AND
      WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO SUCH GUARANTOR IN THE
      MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
      PROCESS UPON SUCH GUARANTOR, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE
      STATE
      OF NEW YORK. A COPY OF SUCH SERVICE OF PROCESS SHALL BE DELIVERED TO: HERRICK,
      FEINSTEIN LLP, 2 PARK AVENUE, NEW YORK, NEW YORK 10016, ATTENTION: SHELDON
      CHANALES, ESQ. 

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    23.  Subordination.
      Any
      indebtedness of Borrower or any Obligor to any Guarantor now or hereafter
      existing is hereby subordinated to the Guaranteed Obligations. If Lender so
      requests, (a) all instruments evidencing such indebtedness shall be duly
      endorsed and delivered to Lender, (b) all security for such indebtedness
      shall be duly assigned and delivered to Lender, (c) such indebtedness shall
      be enforced, collected and held by such Guarantor as trustee for Lender and
      shall be paid over to Lender on account of the Loan but without reducing or
      affecting in any manner the liability of such Guarantor under the other
      provisions of this Guaranty, and (d) such Guarantor shall execute, file and
      record such documents and instruments and take such other action as Lender
      deems
      necessary or appropriate to perfect, preserve and enforce Lender’s rights in and
      to such indebtedness and any security therefor. If any Guarantor fails to take
      any such action, Lender, as attorney-in-fact for such Guarantor, is hereby
      authorized to do so in the name of such Guarantor. The foregoing power of
      attorney is coupled with an interest and cannot be revoked. Each Guarantor
      agrees that such Guarantor will not seek, accept, or retain for such Guarantor’s
      own account, any payment from or on behalf of Borrower or any Obligor on account
      of such subordinated debt. Any payments to such Guarantor on account of such
      subordinated debt shall be collected and received by such Guarantor in trust
      for
      Lender and shall be paid over to Lender on account of the Guaranteed Obligations
      without impairing or releasing the obligations of such Guarantor hereunder.
      Each
      Guarantor hereby unconditionally and irrevocably agrees that (i) such Guarantor
      will not at any time assert against Borrower or any Obligor (or the estate
      of
      Borrower or any Obligor in the event Borrower or any Obligor becomes bankrupt
      or
      becomes the subject of any case or proceeding under the bankruptcy laws of
      the
      United States of America) any right or claim to indemnification, reimbursement,
      contribution or payment for or with respect to any amounts such Guarantor may
      pay or be obligated to pay Lender pursuant to this Guaranty, including the
      Guaranteed Obligations, and any and all obligations which such Guarantor may
      perform, satisfy or discharge, under or with respect to this Guaranty, unless
      and until all of the Guaranteed Obligations shall have been irrevocably paid
      in
      full, and (ii) such Guarantor subordinates all such rights and claims (including
      “claims” as defined in 11 U.S.C. §§ 101 et seq.)
      to
      indemnification, reimbursement, contribution, exoneration or payment which
      Guarantor may now or at any time have against Borrower or any Obligor (or estate
      of Borrower or any Obligor in the event Borrower or Obligor becomes bankrupt
      or
      becomes the subject of any case or proceeding under the bankruptcy laws of
      the
      United States of America), whether such rights arise under an express or implied
      contract or by operation of law, to each of the obligations of Borrower under
      the other Loan Documents and the Loan Agreement unless and until all of the
      Guaranteed Obligations shall have been irrevocably paid in full. Each Guarantor
      further agrees not to assign, sell, pledge, hypothecate or otherwise transfer
      all or any part of the indebtedness of Borrower or any Obligor owing to such
      Guarantor.

     

    24.  Waivers.
      All
      diligence in collection or protection, and all presentment, demand (except
      as
      provided herein) or protest, and except as provided for herein or any other
      Loan
      Documents, notice to each Guarantor or any other Person of any of the following
      are expressly waived: maturity, extension of time, change in nature or form
      of
      the Obligations or the Guaranteed Obligations, acceptance of further security,
      release of further security, composition or agreement arrived at as to the
      amount of, or the terms of, the Obligations or the Guaranteed Obligations,
      adverse change in the financial condition of Borrower or any Obligor or any
      other fact which might materially increase the risk to any Guarantor, protest,
      acceleration, intent to accelerate, dishonor, default, non-payment and the
      creation and existence of any of the Obligations or the Guaranteed Obligations,
      and of any security and collateral therefor, and of any extensions of credit
      and
      indulgence hereunder and all other provisions of law which are or might be
      in
      conflict with the terms of this Guaranty. In addition to the waivers contained
      herein, each Guarantor waives and agrees that such Guarantor shall not at any
      time insist upon, plead or in any manner whatever claim or take the benefit
      or
      advantage of, any appraisal, valuation, stay, extension, marshalling of assets
      or redemption laws, or exemption, whether now or at any time hereafter in force,
      which may delay, prevent or otherwise affect the performance by such Guarantor
      of the Guaranteed Obligations under, or the enforcement by Lender of, this
      Guaranty. Each Guarantor represents, warrants and agrees that, as of the date
      of
      this Guaranty, such Guarantor’s obligations under this Guaranty are not subject
      to any offsets, counterclaims or defenses against Lender or Borrower of any
      kind. Each Guarantor further agrees that such Guarantor’s obligations under this
      Guaranty shall not be subject to any counterclaims or offsets against Lender
      or
      against Borrower of any kind that may arise in the future.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    25.  Instrument
      for the Payment of Money.
      Each
      Guarantor hereby acknowledges that this Guaranty constitutes an instrument
      for
      the payment of money, and consents and agrees that Lender, at its sole option,
      in the event of a dispute by such Guarantor in the payment of any moneys due
      hereunder, shall have the right to bring motion-action under New York CPLR
      Section 3213.

     

    26.  Additional
      Waivers.
      Lender
      may enforce the obligations of each or any Guarantor without first resorting
      to
      or exhausting any security or collateral or without first having recourse to
      the
      Note, the Security Instrument, or any other Loan Documents or the Property,
      through foreclosure proceedings or otherwise, provided, however, that nothing
      herein shall inhibit or prevent Lender from suing on the Note, foreclosing,
      or
      exercising any power of sale under, the Security Instrument, or exercising
      any
      other rights and remedies thereunder. This Agreement is not collateral or
      security for the debt of Borrower pursuant to the Loan.  It
      is not
      necessary for an Event of Default to have occurred for Lender to exercise its
      rights pursuant to this Agreement. Pursuant to Section
      9.1
      of the
      Loan Agreement, the obligations pursuant to this Agreement are exceptions to
      any
      non-recourse or exculpation provision of the Loan Documents, including
Section
      9.1
      of the
      Loan Agreement, and each Guarantor is fully and personally liable for such
      obligations, and its liability is not limited to the original or amortized
      principal balance of the Loan or the value of the Property. 

     

    27.  Interpretation.
      Section
      1.2
      of the
      Loan Agreement is hereby incorporated into this Guaranty by reference for all
      purposes.

     

    28.  Attorneys'
      Fees.
      In the
      event Lender is required to incur legal fees or expenses in order to enforce
      this Guaranty after a failure by any Guarantor to pay any amount due pursuant
      to
      this Guaranty in accordance with the terms hereof, then Guarantors shall also
      be
      liable to Lender for any reasonable legal fees or expenses so incurred whether
      or not suit is filed, expressly including, without limitation, all reasonable
      costs, attorneys' fees and expenses incurred by the Lender in connection with
      any insolvency, bankruptcy, reorganization, arrangement or other similar
      proceedings involving Borrower or any Guarantor as the insolvent or bankrupt
      party which in any way affect the exercise by the Lender of its rights and
      remedies hereunder.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    29.  Loan
      Sales.
      Each
      Guarantor agrees that this Guaranty shall be sufficient evidence of the
      obligations of such Guarantor to each Investor, and each Guarantor further
      agrees to cooperate with Lender at no cost to Guarantor (except as set forth
      in
      the Loan Agreement) in connection with any sale, assignment, securitization,
      conveyance, alienation or pledge or other transfer made, including the delivery
      of such amendments to this Guaranty as may be reasonably requested by the Lender
      or desired by the Rating Agencies or otherwise to effect a Securitization;
      provided, however, that such Guarantor shall not be required to modify or amend
      this Guaranty if such modification or amendment would modify or amend any of
      the
      economic terms or conditions of this Guaranty or impose any additional liability
      or obligation on such Guarantor. Lender may forward to each Investor or any
      Rating Agency, each prospective Investor, and any organization maintaining
      databases on the underwriting and performance of commercial mortgage loans,
      all
      documents and information which Lender now has or may hereafter acquire relating
      to the Loan or to Lender or the Property.

     

    30.  Counterparts.
      This
      Guaranty may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one and the same
      instrument.

     

    31.  Joint
      and Several Liability.
      The
      obligations, covenants and agreements of Guarantors hereunder shall be the
      joint
      and several obligations, covenants and agreements of each Guarantor, whether
      or
      not specifically sated hereon.

     

    


     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, each Guarantor has executed this Guaranty as of the day and
      year first above written.

     

    
      	 	 	 
	 	
              LIGHTSTONE
                HOLDINGS LLC 

            
	 
 	 
 	 
 
	 	By:  	/s/ David
              Lichtenstein 
	 	
              

              Name:
                David Lichtenstein

            
	 	Title:
              President