Unassociated Document


     

    EXHIBIT 10.11

     

    PROMISSORY NOTE

     

    
      	 $52,000,000.00	
               June 30,
2006

            


    

     

     

    FOR VALUE
RECEIVED, SCOTSDALE MI LLC (“Scotsdale”),
CARRIAGE PARK MI LLC
(“Carriage
Park”),MACOMB MANOR MI
LLC (“Macomb
Manor”), and CARRIAGE HILL MI LLC
(“Carriage
Hill”), each a
Delaware limited liability company, having its principal place of business c/o
Lightstone Holdings LLC, 326 Third Street, Lakewood, New Jersey
08701 (hereinafter
collectively referred to as the
“Borrower”;
references herein to the Borrower unless otherwise specifically stated, shall
also mean and refer to each and every one of Scotsdale, Carriage Park, Macomb
Manor and Carriage Hill, jointly and severally), as
maker, hereby unconditionally promises to pay to the order of CITIGROUP GLOBAL MARKETS REALTY
CORP., a New
York corporation, as
lender, having an address at 388
Greenwich Street, 19th Floor,
New York, New York 10013
(“Lender”), or at
such other place as the holder hereof may from time to time designate in
writing, the principal sum of FIFTY-TWO MILLION AND NO/100 DOLLARS
($52,000,000.00), or so much thereof as is advanced, in lawful money of the
United States of America, with interest thereon to be computed from the date of
this Note at the Interest Rate, and to be paid in accordance with the terms of
this Note and that certain Loan and Security Agreement dated the date hereof
between Borrower and Lender (as amended, restated, supplemented or otherwise
modified from time to time, the “Loan Agreement”). All
capitalized terms not defined herein shall have the respective meanings set
forth in the Loan Agreement. 

     

    ARTICLE 1: PAYMENT
TERMS

     

    Borrower
agrees to pay the principal sum of this Promissory Note (the “Note”) and
interest on the unpaid principal sum of this Note from time to time outstanding
at the rates and at the times specified in Article II of the
Loan Agreement and the outstanding balance of the principal sum of this Note and
all accrued and unpaid interest thereon shall be due and payable on the Maturity
Date. 

     

    ARTICLE 2: DEFAULT AND
ACCELERATION

     

    The Loan
shall without notice (except as provided in the Loan Agreement) become
immediately due and payable at the option of Lender (except as otherwise set
forth in Article VIII of the
Loan Agreement) if any payment required in this Note is not paid on or prior to
the date when due or if not paid on the Maturity Date or on the happening of any
other Event of Default.

     

    ARTICLE 3: LOAN
DOCUMENTS

     

    This Note
is being executed and delivered pursuant to the Loan Agreement and is secured
by, among other things, those
certain Mortgages,
Assignment of Leases and Rents, Security Agreement and Fixture Filings, each
dated as of the date hereof (collectively, the “Instrument”)
executed by Borrower, encumbering each Borrower’s fee simple interest in and to
certain real properties and improvements, as more particularly described therein
(collectively, the “Property”), those
certain Assignments of Leases and Rents, each dated as of the date hereof
(collectively, the “Assignment of
Leases”),
executed by each Borrower and all other Loan Documents. All of the terms,
covenants and conditions contained in the Loan Agreement, the Instrument, the
Assignment of Leases and the other Loan Documents are hereby made part of this
Note to the same extent and with the same force as if they were fully set forth
herein. In the event of a conflict or inconsistency between the terms of this
Note and the Loan Agreement, the Instrument, the Assignment of Leases or the
other Loan Documents, the terms and provisions of the Loan Agreement shall
govern.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE 4: SAVINGS
CLAUSE

     

    Notwithstanding
anything to the contrary, (a) all agreements and communications between Borrower
and Lender are hereby and shall automatically be limited so that, after taking
into account all amounts deemed interest, the interest contracted for, charged
or received by Lender shall never exceed the maximum lawful rate or amount, (b)
in calculating whether any interest exceeds the lawful maximum, all such
interest shall be amortized, prorated, allocated and spread over the full amount
and term of all principal indebtedness of Borrower to Lender, and (c) if through
any contingency or event, Lender receives or is deemed to receive interest in
excess of the lawful maximum, any such excess shall be deemed to have been
applied toward payment of the principal of any and all then outstanding
indebtedness of Borrower to Lender, or if there is no such indebtedness, shall
promptly be returned to Borrower.

     

    ARTICLE 5: NO ORAL
CHANGE

     

    This Note
may not be modified, amended, waived, extended, changed, discharged or
terminated orally or by any act or failure to act on the part of Borrower or
Lender, but only by an agreement in writing signed by the party against whom
enforcement of any modification, amendment, waiver, extension, change, discharge
or termination is sought.

     

    ARTICLE 6:
WAIVERS

     

    Borrower
and all others who may become liable for the payment of all or any part of the
Loan do hereby severally waive presentment and demand for payment, notice of
dishonor, notice of intention to accelerate, notice of acceleration, protest and
notice of protest and non-payment and all other notices of any kind except those
expressly required by a Loan Document. No release of any security for the Loan
or extension of time for payment of this Note or any installment hereof, and no
alteration, amendment or waiver of any provision of this Note, the Loan
Agreement, the Instrument, the Assignment of Leases or the other Loan Documents
made by agreement between Lender or any other Person shall release, modify,
amend, waive, extend, change, discharge, terminate or affect the liability of
Borrower or any other Person who may become liable for the payment of all or any
part of the Loan under this Note, the Loan Agreement, the Instrument, the
Assignment of Leases or the other Loan Documents. No notice to or demand on
Borrower shall be deemed to be a waiver of the obligation of Borrower or of the
right of Lender to take further action without further notice or demand as
provided for in this Note, the Loan Agreement, the Instrument, the Assignment of
Leases or the other Loan Documents. If Borrower is a partnership or limited
liability company, the agreements herein contained shall remain in force and be
applicable, notwithstanding any changes in the individuals comprising the
partnership or limited liability company and their partners or members, and the
term “Borrower,” as used herein, shall include any alternate or successor
partnership or limited liability company, but any predecessor partnership or
limited liability company shall not thereby be released from any liability. If
Borrower is a corporation, the agreements contained herein shall remain in full
force and be applicable notwithstanding any changes in the shareholders
comprising, or the officers and directors relating to, the corporation, and the
term “Borrower,” as used herein, shall include any alternative or successor
corporation, but any predecessor corporation shall not be relieved of liability
hereunder. (Nothing in the foregoing sentence shall be construed as a consent
to, or a waiver of, any prohibition or restriction on transfers of interests in
such partnership, limited liability company or corporation, which may be set
forth in the Loan Agreement or any other Loan Document.)


    
      
        
        

      

      
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    ARTICLE 7:
TRANSFER

     

    Upon the
transfer of this Note, Lender may deliver all the collateral granted, pledged or
assigned pursuant to the Loan Documents, or any part thereof, to the transferee
who shall thereupon become vested with all the rights and obligations herein or
under applicable law given to Lender with respect thereto, and Lender shall
thereafter forever be relieved and fully discharged from any liability or
responsibility in the matter; but Lender shall retain all rights and obligations
hereby given to it with respect to any liabilities and the collateral not so
transferred.

     

    ARTICLE 8:
EXCULPATION

     

    The
provisions of Article XII of the
Loan Agreement are hereby incorporated by reference into this Note to the same
extent and with the same force as if fully set forth herein.

     

    ARTICLE 9: GOVERNING
LAW

     

    (A)  THIS NOTE AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF
THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER
HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW
OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

     

    (B) EACH OF BORROWER AND LENDER HEREBY
CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
COUNTY OF NEW YORK, STATE OF NEW YORK OR WITHIN THE COUNTY AND STATE IN WHICH
THE PROPERTY IS LOCATED AND IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S
ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR
THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER ACCEPTS FOR
ITSELF AND IN CONNECTION WITH THE PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH THIS NOTE, SUCH OTHER LOAN DOCUMENTS OR SUCH
OBLIGATION. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER TO BRING PROCEEDINGS
AGAINST ANY BORROWER PARTY IN THE COURTS OF ANY OTHER
JURISDICTION.


    
      
        
        

      

      
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    ARTICLE 10 : NOTICES

     

    All
notices or other written communications hereunder shall be delivered in
accordance with Section 13.5 of the
Loan Agreement.

     

    [NO
FURTHER TEXT ON THIS PAGE]

     


    
      
        
        

      

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

     

    
      
         

        
          	 	
                  BORROWER: 

                
	 	 	 
	 	
                  SCOTSDALE MI
      LLC, a Delaware
      limited liability
      company

                
	 
 	 	 
	 	By:  	LVP
      Michigan Multifamily Portfolio LLC, a Delaware limited liability company,
      
	 	 	its sole Managing Member


        

         

        
          
            	 	 By:	/s/ David
      Lichtenstein
	 	 Name:	David
      Lichtenstein
	 	 Title:	President


          

           

          
             

            
              	 	 	 
	 	
                      CARRIAGE PARK MI
      LLC, a
      Delaware limited liability company 

                    
	 
 	 	 
	 	By:  	LVP
      Michigan Multifamily Portfolio LLC, a Delaware limited liability company,
      
	 	 	its sole Managing Member


            

             

            
              
                	 	 By:	/s/ David
      Lichtenstein
	 	 Name:	David
      Lichtenstein
	 	 Title:	President


              

               

            

          

          
            
               

              
                	 	 	 
	 	
                        MACOMB MANOR MI LLC,
      a
      Delaware limited liability company 

                      
	 
 	 	 
	 	By:  	LVP
      Michigan Multifamily Portfolio LLC, a Delaware limited liability company,
      
	 	 	its sole Managing Member


              

               

              
                
                  	 	 By:	/s/ David
      Lichtenstein
	 	 Name:	David
      Lichtenstein
	 	 Title:	President


                

                 

                
                   

                  
                    	 	 	 
	 	
                            CARRIAGE HILL MI
      LLC,
      a
      Delaware limited liability company 

                          
	 
 	 	 
	 	By:  	LVP
      Michigan Multifamily Portfolio LLC, a Delaware limited liability company,
      
	 	 	its sole Managing Member


                  

                   

                  
                    
                      	 	 By:	/s/ David
      Lichtenstein
	 	 Name:	David
      Lichtenstein
	 	 Title:	President