**PROMISSORY
      NOTE**




**Date
                of Note****:
                As of June 26****,****2008**
            **Note
                Amount****:
                $49,500,000.00**





THIS
      PROMISSORY NOTE (this “ Note ”),
      is
      made as of June 26, 2008, by AR PRIME HOLDINGS LLC, a Delaware limited liability
      company, having an address at
      333
      Earle Ovington Boulevard, Suite 900, Uniondale, NY 11553 (“ Maker ”),
      in
      favor of LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., a Maryland
      Corporation, having an address at 326 Third Street, Lakewood, NJ 08701 (together
      with its successors and/or assigns, “ Payee ”).




**RECITALS:**




FOR
      VALUE
      RECEIVED, Maker does hereby unconditionally covenant and promise to pay to
      Payee, without any counterclaim, setoff or deduction whatsoever in immediately
      available funds, to the address of Payee as set forth herein, in legal tender
      of
      the United States, FORTY-NINE MILLION FIVE HUNDRED THOUSAND and 00/100 Dollars
      ($49,500,000.00), which principal amount shall be paid as set forth in this
      Note.




**1.**  **DEFINITIONS**




Defined
      terms in this Note shall include in the singular number the plural and in the
      plural number the singular. Additionally, for the purposes hereof, the following
      definitions shall have the following meanings:




1.1.  “ Additional
      Loan ”
shall
      mean the additional loan that is required to be made by Payee to Maker on the
      Closing Date pursuant to the Contribution Agreement.




1.2.  “ Bankruptcy
      Event ”
shall
      mean, with respect to any Person, any of the following events shall occur with
      respect to such Person:




(i)  there
      shall be commenced by such Person any case, proceeding or other action (A)
      under
      any existing or future law of any jurisdiction, domestic or foreign, relating
      to
      bankruptcy, insolvency, reorganization or relief of debtors, seeking to have
      an
      order for relief entered with respect to it, or seeking to adjudicate it a
      bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
      winding-up, liquidation, dissolution, composition or other relief with respect
      to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian
      or other similar official for it or for all or any substantial part of its
      assets, or such Person shall make a general assignment for the benefit of its
      creditors; or





(ii)  there
      shall be commenced against such Person by another Person any case, proceeding
      or
      other action of a nature referred to in clause (i) above which (A) results
      in
      the entry of an order for relief or any such adjudication or appointment or
      (B)
      remains undismissed for a period of sixty (60) days; or










(iii)  there
      shall be commenced against it any case, proceeding or other action seeking
      issuance of a warrant of attachment, execution, distraint or similar process
      against all or any substantial part of its assets which results in the entry
      of
      an order for any such relief; or





(iv)  any
      garnishment, levy, writ or warrant of attachment or similar process shall be
      issued and served, which garnishment, levy, writ or warrant of attachment or
      similar process relates to its property and has not been vacated, discharged
      or
      stayed within 20 days from the issuance and service thereof; or





(v)  it
      shall
      take any action in furtherance of, or indicating its consent to, approval of,
      or
      acquiescence in, any of the acts set forth in clause (i), (ii), (iii) or (iv)
      above; or




(vi)  it
      shall
      admit in writing its inability to pay its debts as they become due.





1.3.  “ Business
      Day ”
shall
      mean any day other than a Saturday, Sunday or any other day on which commercial
      banks in New York, New York are authorized or required by law to close.




1.4.  “ Closing
      Date ”
shall
      mean the date, if any, on which LVP Preferred Units are issued to Maker by
      LVP
      pursuant to the Contribution Agreement.




1.5.  “ Contribution
      Agreement ”
shall
      mean the Contribution and Conveyance Agreement dated the date hereof between
      Maker, Payee and LVP.




1.6.  “ Corresponding
      Interest Period ”
shall
      mean, with respect to any Payment Date, the most recent Interest Period that
      ended prior to such Payment Date.




1.7.  “ Default ”
shall
      mean the occurrence or existence of any event that, but for the giving of notice
      or the passage of time or both, would constitute an Event of
      Default.




1.8.  “ Default
      Rate ”
shall
      mean the Interest Rate plus 2% per annum.




1.9.  “ Event
      of Default ”
shall
      have the meaning ascribed thereto in Section 4.1 hereof.




1.10.  “ Guarantor ”
shall
      mean Arbor Realty SR, Inc., a Maryland corporation.




1.11.  “ Guaranty ”
shall
      mean the Guaranty dated the date hereof, made by Guarantor for the benefit
      of
      Payee.




1.12.  “ Interest
      Period ”
shall
      mean each six-month period prior to the Maturity Date beginning on January
      1 and
      ending on the following June 30 or beginning on July 1 and ending on the
      following December 31, provided that the first Interest Period shall commence
      on
      the date of this Note and end on June 30, 2008.




1.13.  “ Interest
      Prepayment Amount ”
shall
      mean an amount equal to the excess, if any, of (x) the principal amount of
      the
      Additional Loan over (y) the amount of interest that would have accrued on
      a
      principal amount of $5,500,000 at the rate of 8% per annum for the period
      commencing on the date hereof and ending on the date that the Additional Loan
      is
      advanced, calculated using the same convention described in Section 2.1(A)
      of
      this Note that is used for calculating interest on this Note.




2




1.14.  “ Interest
      Rate ”
shall
      mean the lesser of (a) four percent (4%) per annum and (b) the maximum rate
      of
      interest, if any, which may be collected from Maker under applicable
      law.




1.15.  “ Loan ”
shall
      mean that certain loan in the amount of $49,500,000.00 made by Payee to Maker
      on
      the date hereof.




1.16.  “ Loan
      Amount ”
shall
      mean the outstanding principal balance of this Note.




1.17.  “ Loan
      Documents ”
shall
      mean this Note and the Pledge Agreement.




1.18.  “ LVP ”
shall
      mean Lightstone Value Plus REIT, L.P., a Delaware limited
      partnership.




1.19.  “ LVP
      Preferred Units ”
shall
      mean the Series A Preferred Units of LVP that are actually issued to Maker
      pursuant to the Contribution Agreement on account of the “Initial Preferred
      Amount” (as defined in the Contribution Agreement).




1.20.  “ Maturity
      Date ”
shall
      mean July 1, 2016.




1.21.  “ Maximum
      Amount ”
shall
      have the meaning ascribed thereto in Section 5.4(A) hereof.




1.22.  “ Modification ”
shall
      have the meaning ascribed thereto in Section 5.2 hereof.




1.23.  “ Note ”
shall
      have the meaning ascribed thereto in the preamble.




1.24.  “ Obligations ”
shall
      mean all of the obligations, liabilities and indebtedness of every kind, nature
      and description owing by Maker to Payee under this Note and the other Loan
      Documents, including, without limitation, payment of the Loan
      Amount.




1.25.  “ Payee ”
shall
      have the meaning ascribed thereto in the preamble.




1.26.  “ Payment ”
shall
      have the meaning ascribed thereto in Section 2.2(A) hereof.




1.27.  “ Payment
      Date ”
shall
      mean the first (1 st )
      Business Day of each February and August..




1.28.  “ Person ”
shall
      mean an individual, corporation, partnership, joint venture, trust,
      unincorporated organization, governmental agency or authority, or any other
      entity of whatever nature.




1.29.  “ Pledge
      Agreement ”
shall
      mean that certain Pledge Agreement, of even date herewith, made by Maker in
      favor of Payee.




1.30.  “ POAC ”
shall
      mean Prime Outlets Acquisition Company LLC, a Delaware limited liability
      company.




3




1.31.  “ POAC
      Interest ”
shall
      mean Maker’s membership interest in POAC that is pledged to Payee pursuant to
      the Pledge Agreement.




**2.**  **PAYMENTS
      AND LOAN TERMS**




2.1.  Payments .




A.  The
      principal amount outstanding hereunder shall bear and accrue interest at the
      Interest Rate. Except as otherwise provided herein, on each Payment Date Maker
      shall pay, in arrears, all interest that accrued during the Corresponding
      Interest Period with respect to that Payment Date on the unpaid principal amount
      hereof; provided , however ,
      that
      (i) all
      interest that accrues prior to the Closing Date shall
      be
      deferred and shall not be payable until the earlier of the Maturity Date or
      the
      prepayment of this Note in full, except as provided in the next sentence of
      this
      Section 2.1(A), (ii) in the event that the LVP Preferred Units are not issued
      to
      Maker pursuant to the Contribution Agreement on or prior to June 26, 2009,
      then
      all interest that accrues on this Note shall be deferred and shall not be
      payable until the earlier of the Maturity Date or the prepayment of this Note
      in
      full, and (iii) the amount of interest that Maker shall be required to pay
      on
      any Payment Date shall in no event exceed the lesser of (x) the amount of
      interest accrued on this Note during the Corresponding Interest Period with
      respect to that Payment Date or (y) the excess, if any, of (A) the aggregate
      amount of distributions, if any, actually received by Maker in immediately
      available funds from LVP on account of the LVP Preferred Units during the six
      month period ending on such Payment Date and beginning after the prior Payment
      Date over (B) $220,000, and any excess accrued interest shall be deferred until
      the earlier of the Maturity Date or the prepayment of this Note in full. Upon
      the
      making of the Additional Loan to Maker by Payee on the Closing Date, Maker
      hereby authorizes and directs Payee to advance a portion of the proceeds of
      the
      Additional Loan equal to the Interest Prepayment Amount by Payee applying such
      amount to pay a portion of the interest that accrued on this Note prior to
      the
      Closing Date in an amount equal to the Interest Prepayment Amount, and the
      balance of interest on this Note that accrued prior to the Closing Date shall
      be
      deferred until the Maturity Date. Interest shall be calculated daily and shall
      be computed on the actual number of days elapsed over a month of 30 days and
      a
      year of 360 days. Commencing August 1, 2009, any accrued and unpaid interest hereon as of June
      30
      of any year shall compound annually on August 1 of that year. All calculations
      by Payee of the Interest Rate and the interest payments due under this Note
      shall be conclusive absent manifest error. Whenever any payment to be made
      under
      this Note is stated to be due on a day other than a Business Day, such payment
      shall be made on the next succeeding Business Day, and such extension of time
      shall in such case be included in the computation of the payment of
      interest.




B.  On
      the
      Maturity Date, Maker shall pay (i) the outstanding principal indebtedness
      evidenced hereby, (ii) all accrued and unpaid interest, and (iii) and all other
      amounts due and payable hereunder.




C.  Maker
      agrees to make each Payment under this Note directly to Payee on the date when
      due at the address of Payee as set forth in the Introductory Paragraph hereto
      or
      at such other location as Payee may designate to Maker in writing.




4




D.  Payments
      in Federal funds immediately available in the place designated for payment
      which
      are received by Payee prior to 5:00 p.m. (Eastern Standard Time) at said place
      of payment shall be credited prior to close of business, while other Payments
      may, at the
      option of Payee, not be credited until immediately available to Payee in federal
      funds in the place designated for payment prior to 5:00 p.m. (Eastern Standard
      Time) on a day on which Payee is open for business.




2.2.  Application
      of Payments .




A.  Except
      as
      provided in Section 2.4(A) below, each and every payment (a “ Payment ”)
      made
      by Maker to Payee in accordance with the terms of this Note and all other
      proceeds received by Payee with respect to the Obligations shall be applied
      as
      follows:




(i)   first,
      to
      all interest due on the principal sum and other sums payable hereunder,
      calculated at the Default Rate;




(ii)  second,
      to all interest (other than Default Rate interest) that shall be due and payable
      with respect to the Loan Amount pursuant to the terms hereof as of the date
      the
      Payment is received;




(iii)  third,
      to
      any remaining Obligations (other than payment of the Loan Amount);
      and




(iv)  fourth,
      to the Loan Amount until the Loan Amount has been repaid.




B.  To
      the
      extent that Maker makes a Payment or Payee receives any Payment or proceeds
      for
      Maker’s benefit to be applied to the satisfaction of an obligation hereunder,
      which Payment or proceeds are subsequently invalidated, declared to be
      fraudulent or preferential, set aside or required to be repaid to a trustee,
      debtor in possession, receiver, custodian or any other party under any
      bankruptcy law, common law or equitable cause, then Payee shall provide notice
      of same to Maker and, to such extent, the obligations of Maker hereunder
      intended to be satisfied shall be revived and continue as if such Payment or
      proceeds had not been received by Payee.




2.3.  Voluntary
      Prepayments .
      Maker
      may prepay the Loan Amount in whole or in part at any time, in accordance with
      the following provisions: (i) Maker shall pay to Payee all interest which has
      accrued and has not been paid on the Loan Amount through and including the
      date
      on which the prepayment is being made, and (ii) this Note may be prepaid in
      part
      only if no Event of Default shall have occurred and be continuing.




2.4.  Mandatory
      Prepayments .




****   A.  If
      the
      LVP Preferred Units have been issued to Maker pursuant to the Contribution
      Agreement and subsequently LVP redeems all of the outstanding LVP Preferred
      Units for cash, then (i) immediately upon Maker’s receipt of the redemption
      proceeds in immediately available funds, Maker shall be required to prepay
      the
      Loan Amount together with all accrued interest thereon to the extent of the
      amount of redemption proceeds received by Maker, or (ii) if such redemption
      proceeds are received by Payee pursuant to the Pledge Agreement, then Payee
      shall immediately apply such redemption proceeds to prepay the Loan Amount
      together with all accrued interest thereon to the extent of the amount of
      redemption proceeds received.




5




B.  In
      the
      event that after the date hereof and prior to the Closing Date Maker receives
      any distributions from POAC on account of the POAC Interest, then within one
      (1)
      Business Day following Maker’s receipt of such distribution proceeds in
      immediately available funds, Maker shall be required to prepay the Loan Amount
      in part in an amount equal to the distribution proceeds so received, and
      notwithstanding anything herein to the contrary, all of such distribution
      proceeds shall be applied as follows:




(i)   first,
      to
      the Loan Amount until the Loan Amount has been repaid;




(ii)  second,
      to all interest due on the principal sum and other sums payable hereunder,
      calculated at the Default Rate;




(iii)  third,
      to
      all interest (other than Default Rate interest) that shall be due and payable
      with respect to the Loan Amount pursuant to the terms hereof as of the date
      the
      Payment is received; and




(iv)  fourth,
      to any remaining Obligations.




2.5.  **NO
      PERSONAL LIABILITY OF MEMBERS, MANAGERS, OFFICERS AND
      AFFILIATES** **.
      EXCEPT FOR THE LIABILITY OF THE GUARANTOR PURSUANT TO THE GUARANTY, NO PAST,
      PRESENT OR FUTURE MEMBER, MANAGER, OFFICER, EMPLOYEE, ORGANIZER, AGENT OR
      AFFILIATE OF MAKER SHALL HAVE ANY LIABILITY FOR ANY OBLIGATIONS OF MAKER UNDER
      THIS NOTE OR ANY OTHER LOAN DOCUMENT, OR FOR ANY CLAIM BASED ON, IN RESPECT
      OF,
      OR BY REASON OF, SUCH OBLIGATIONS OR THEIR CREATION. PAYEE AND ANY SUBSEQUENT
      HOLDER OF THIS NOTE, BY ACCEPTING THIS NOTE, WAIVES AND RELEASES ALL SUCH
      LIABILITY WHATSOEVER, WHETHER SUCH LIABILITY ARISES OUT OF AN ACTUAL OR ALLEGED
      FRAUDULENT TRANSFER, FRAUDULENT CONVEYANCE, PIERCING THE VEIL, ALTER EGO OR
      OTHER CLAIM, BASIS OR THEORY. THE WAIVER AND RELEASE ARE PART OF THE
      CONSIDERATION FOR ISSUANCE OF THIS NOTE.**




2.6.  Financial
      Statements .




A.  Maker
      will keep and maintain or will cause to be kept and maintained on a fiscal
      year
      basis, in accordance with generally accepted accounting principles (or such
      other accounting basis reasonably acceptable to Payee) consistently applied,
      proper and accurate books, records and accounts reflecting all of the financial
      affairs of Maker.




B.  As
      long
      as the Loan remains unpaid in whole or in part, Maker covenants to furnish
      to
      Payee, if requested by Payee in writing:




(i)  as
      soon
      as available, but in any event within ninety (90) days after the end of each
      fiscal year, a copy of the balance sheet of Maker as at the end of such fiscal
      year and the related statements of income, cash flows and retained earnings
      of
      Maker for such year, setting forth in each case in comparative form the figures
      for the previous fiscal year; and




6




(ii)  as
      soon
      as available and in any event within forty-five (45) days after the end of
      each
      fiscal quarter of Maker, a company-prepared balance sheet of Maker as at the
      end
      of such period and related statements of income, cash flows and retained
      earnings for Maker for such quarterly period and for the portion of the fiscal
      year ending with such period, setting forth in comparative form the figures
      for
      the corresponding fiscal quarter of the previous fiscal year and the
      corresponding portion of the previous fiscal year.




**3.**  **PLEDGE**




The
      obligations evidenced by this Note are secured by the Pledge Agreement.




**4.**  **DEFAULTS**




4.1.  Events
      of Default .
      The
      term “ Event
      of Default ”
as
      used
      herein shall mean the occurrence or happening, at any time and from time to
      time, of any one or more of the following:




A.  The
      failure of Maker to pay the final payment of principal and interest on the
      Maturity Date.




B.  The
      failure of Maker to pay (i) any installment of interest that is due hereunder
      on
      any Payment Date, and such failure is not cured within ten (10) Business Days
      after written notice of default by Payee to Maker.




C.  The
      failure of the Maker to make any mandatory prepayment of the Loan pursuant
      to
      Section 2.4 hereof within one (1) Business Day of the date on which such
      prepayment amount becomes due and payable.




D.  An
      Event
      of Default, as defined in the Pledge Agreement.




E.  If
      Maker
      shall be in default under any of the other terms, covenants or conditions of
      this Note, other than as set forth in (A) through (C) above, for ten (10) days
      after notice from Payee in the case of any default that can be cured by the
      payment of a sum of money, or for thirty (30) days after notice from Payee
      in
      the case of any other default; which notice shall specify in reasonable detail
      the provision of this Note claimed to be defaulted and the nature of the
      default; provided , however ,
      that if
      the cure of any such default (other than a default that can be cured by the
      payment of a sum of money) cannot reasonably be effected within such 30 day
      period and Maker shall have promptly and diligently commenced to cure such
      default within such 30 day period, then the period to cure shall be deemed
      extended for up to an additional 30 days from Payee’s default notice so long as
      Maker diligently and continuously proceeds to cure such default to Payee’s
      satisfaction.




F.  A
      Bankruptcy Event occurs with respect to Maker.




7




G.  The
      termination of the Contribution Agreement pursuant to its terms under
      circumstances that result in Maker being obligated to pay liquidated damages
      to
      LVP pursuant to the Contribution Agreement.




4.2.  Remedies .
      Upon
      the occurrence and during the continuance of an Event of Default, then: (i)
      interest on the outstanding principal balance of this Note shall, commencing
      on
      the date of the occurrence of such Event of Default and without notice to Maker,
      accrue at the Default Rate until full payment thereof; (ii) Payee may exercise
      the remedies under the Pledge Agreement; and (iii) Payee may, in addition to
      any
      other rights or remedies available to it hereunder, under the other Loan
      Documents, at law or in equity, take such action, without notice or demand,
      as
      it reasonably deems advisable to protect and enforce its rights against Maker,
      including, but not limited to, the following actions, each of which may be
      pursued singly, concurrently or otherwise, at such time and in such order as
      Payee may determine, in its sole discretion, without impairing or otherwise
      affecting any other rights and remedies of Payee hereunder, at law or in
      equity:




A.  declare
      all or any portion of the unpaid Obligations to be immediately due and payable;
      or




B.  institute
      an action, suit or proceeding in equity for the specific performance of any
      covenant, condition or agreement contained herein; or




C.  recover
      judgment on this Note (including, without limitation obtaining summary judgment
      under Section 3213 of the New
      York
      Civil Practice Law and Procedure Rules );
      or




D.  pursue
      any or all such other rights or remedies as Payee may have under applicable
      law
      or in equity; provided , however ,
      that
      the provisions of this Section shall not be construed to extend or modify any
      of
      the notice requirements or grace periods expressly provided for hereunder (if
      any).




**5.**  **MISCELLANEOUS**




5.1.  Further
      Assurances .
      Maker
      shall execute and acknowledge (or cause to be executed and acknowledged) and
      deliver to Payee all reasonable documents, and take all actions, reasonably
      required by Payee from time to time to confirm the rights created or now or
      hereafter intended to be created under this Note, to protect and further the
      validity, priority and enforceability of this Note, provided , however ,
      that no
      such further actions, assurances and confirmations shall increase Maker’s
      obligations under this Note.




5.2.  Modification;
      Waiver in Writing .
      No
      modification, amendment, extension, discharge, termination or waiver (a
“ Modification ”)
      of any
      provision of this Note, nor consent to any departure by Maker therefrom, shall
      in any event be effective unless the same shall be in a writing signed by the
      party against whom enforcement is sought, and then such waiver or consent shall
      be effective only in the specific instance, and for the purpose, for which
      given. Except as otherwise expressly provided herein, no notice to, or demand
      on, Maker shall entitle Maker to any other or future notice or demand in the
      same, similar or other circumstances. Payee does not hereby agree to, nor does
      Payee hereby commit itself to, enter into any Modification.




8




5.3.  Costs
      of Collection .
      Maker
      agrees to pay all reasonable costs and expenses of collection incurred by Payee,
      in addition to principal, interest and late or delinquency charges (including,
      without limitation, reasonable attorneys’ fees and disbursements) and including
      all reasonable costs and expenses incurred in connection with the pursuit by
      Payee of any of its rights or remedies referred to in Section 4 hereof or the
      protection of or realization of collateral or in connection with any of Payee’s
      collection efforts, whether or not suit on this Note, or any foreclosure
      proceeding is filed, and all such reasonable costs and expenses shall be payable
      on demand, together with interest at the Default Rate thereon, and also shall
      be
      secured by the Pledge Agreement and all other collateral at any time held by
      Payee as security for Maker’s obligations to Payee.




5.4.  Maximum
      Amount .




A.  It
      is the
      intention of Maker and Payee to conform strictly to the usury and similar laws
      relating to interest from time to time in force, and all agreements between
      Maker and Payee, whether now existing or hereafter arising and whether oral
      or
      written, are hereby expressly limited so that in no contingency or event
      whatsoever, whether by acceleration of maturity hereof or otherwise, shall
      the
      amount paid or agreed to be paid in the aggregate to Payee as interest hereunder
      or in any other security agreement given to secure the Obligations, or in any
      other document evidencing, securing or pertaining to the Obligations, exceed
      the
      maximum amount permissible under applicable usury or such other laws (the
“ Maximum
      Amount ”).
      If
      under any circumstances whatsoever fulfillment of any provision hereof, at
      the
      time performance of such provision shall be due, shall involve transcending
      the
      Maximum Amount, then, ipso
      facto ,
      the
      obligation to be fulfilled shall be reduced to the Maximum Amount. For the
      purposes of calculating the actual amount of interest paid and/or payable
      hereunder, in respect of laws pertaining
      to usury or such other laws, all sums paid or agreed to be paid to Payee for
      the
      use, forbearance or detention of the Obligations outstanding from time to time
      shall, to the extent permitted by applicable law, be amortized, prorated,
      allocated and spread from the date of disbursement of the proceeds of this
      Note
      until payment in full of all of the Obligations, so that the actual rate of
      interest on account of the Obligations is uniform through the term hereof.
      The
      terms and provisions of this Section 5.4 shall control and supersede every
      other
      provision of all agreements between Maker and Payee.




B.  If
      under
      any circumstances Payee shall ever receive an amount that would exceed the
      Maximum Amount, such amount shall be deemed a payment in reduction of the Loan
      Amount owing hereunder and any other obligation of Maker in favor of Payee,
      and
      shall be so applied in accordance with Section 2.2 hereof, or if such excessive
      interest exceeds the Loan Amount and any other obligation of Maker in favor
      of
      Payee, the excess shall be deemed to have been a payment made by mistake and
      shall be refunded to Maker.




5.5.  Waivers;
      WAIVER OF RIGHT TO TRIAL BY JURY, ETC. Maker
      hereby expressly and unconditionally waives presentment, demand, protest, notice
      of protest or notice of any kind, including, without limitation, any notice
      of
      intention to accelerate and notice of acceleration, except as expressly provided
      here-in. IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY PAYEE
      ON
      THIS NOTE, MAKER HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES ANY AND EVERY
      RIGHT
      IT MAY HAVE TO A TRIAL BY JURY.




9




5.6.  Governing
      Law .
      This
      Note shall be governed and construed in accordance with the laws of the State
      of
      New York and the applicable laws of the United States of America. In any action
      brought under or arising out of this Note or the other Loan Documents, Maker
      hereby consents to the jurisdiction of any competent state or federal court
      within the County of Nassau, State of New York, and hereby irrevocably consents
      to service of process on Maker in any such action or proceeding by the mailing
      of copies thereof to Maker by registered or certified mail, postage prepaid,
      to
      Maker at its address for notices specified in Section 5.10. Nothing in this
      Note
      will affect the right of Payee to serve process on Maker in any other manner
      permitted by law.




5.7.  Headings .
      The
      Section headings in this Note are included herein for convenience of reference
      only and shall not constitute a part of this Note for any other
      purpose.




5.8.  Assignment .
      Payee
      shall not transfer, sell, assign or grant any participation in this Note, or
      any
      of the other Loan Documents, or the obligations hereunder, to any Person other
      than an affiliate of Payee that is directly or indirectly controlled by Payee,
      unless Payee obtains the prior written consent of Maker to any such transaction,
      which consent may be withheld in Maker’s sole and absolute discretion. All
      references to “Payee” hereunder shall be deemed
      to
      include the permitted assigns of Payee. In the event that the result of such
      permitted transfer, sale, assignment or participation is that Maker shall be
      obligated to make the payments required hereunder to an entity other than Payee,
      the n
      Payee
      shall provide at least five (5) Business Days prior written notice to Maker
      of
      such transfer, sale, assignment or participation.




5.9.  Severability .  Wherever
      possible, each provision of this Note shall be interpreted in such manner as to
      be
      effective and valid under applicable law, but if any provision of this Note
      shall be prohibited by or invalid under applicable law, such provision shall
      be
      ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Note.




5.10.  Notices .
      All
      notices shall be deemed to have been properly given if hand delivered or if
      mailed by United States registered or certified mail, with return receipt
      requested, postage prepaid, or by United States Express Mail or other comparable
      overnight courier service to the parties at the addresses set forth below (or
      at
      such other addresses as shall be given in writing by any party to the others).
      A
      notice shall be deemed to have been given: in the case of hand delivery, at
      the
      time of delivery; in the case of registered or certified mail, when delivered
      or
      two Business Days after mailing; or in the case of overnight courier service,
      on
      the Business Day after the same was sent. A party receiving a notice which
      does
      not comply with the technical requirements for notice under this section may
      elect to waive any deficiencies and treat the notice as having been properly
      given.




If
                to Maker:
            
            AR
                PRIME HOLDINGS LLC
              333
                Earle Ovington Boulevard, Suite 900
              Uniondale,
                NY 11553
              Attention:
                Guy R. Milone, Jr.With
                a copy to:
            
            Cooley
                Godward Kronish LLP
              1114
                Avenue of the Americas
              New
                York, New York 10036
              Attention:
                Thomas D. O’Connor, Esq.




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If
                to Payee:
            
            LIGHTSTONE
                VALUE PLUS REAL ESTATE INVESTMENT, TRUST INC.
              326
                Third Street
              Lakewood,
                NJ 08701
              Attention:
                Joseph E. TeichmanWith
                a copy to:
            
            Herrick,
                Feinstein LLP
              2
                Park Avenue
              New
                York, New York 10016
              Attention:
                Sheldon Chanales, Esq.





[SIGNATURE
      PAGE FOLLOWS]




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IN
      WITNESS WHEREOF, this Note has been duly executed by Maker the day and year
      first written above.




AR
                PRIME HOLDINGS, LLC
              By: 
                Arbor Realty Member LLC,its
                Managing Member
              By:
                  Arbor Realty SR Inc., its sole memberBy:Name:Title:





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