EXHIBIT
      10.24

     

    ENVIRONMENTAL
      INDEMNITY AGREEMENT

     

    This
      ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”)
      is
      made as of June 30, 2006, by 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, Cherry
      Hill, Macomb Manor and Carriage Hill, jointly and severally),
      LIGHTSTONE
      HOLDINGS LLC,
      a
      Delaware limited liability company, having an office at 326 Third Street,
      Lakewood, New Jersey 08701 (“Principal”; Borrower
      and Principal, collectively, are referred to herein as “Indemnitor”),
      in
      favor of
      CITIGROUP GLOBAL MARKETS REALTY CORP.,
      a New
      York corporation, having an office at 388
      Greenwich Street, 19th
      Floor,
      New York, New York 10013
      (Citigroup Global Markets Realty Corp., in such capacity, together with its
      successors and assigns, “Lender”).
      

    


    Preliminary
      Statement

     

    WHEREAS,
      Lender is prepared to make a loan (the “Loan”)
      to
      Borrower in the principal amount of $52,000,000.00 pursuant to a Loan and
      Security Agreement executed by Borrower and Lender of even date herewith (the
      “Loan
      Agreement”)
      to be
      evidenced by that certain Promissory Note, dated of the date herein, made by
      Borrower to Lender (the “Note”),
      and
      secured by, among other things, those certain Mortgages dated the same date
      as
      the Note from Borrower to Lender (collectively, the “Instrument”);
      and

     

    WHEREAS,
      Borrower owns or has rights in all of the real properties and improvements
      to be
      encumbered by each Instrument (individually, each a “Property”
and
      collectively, the “Properties”);
      and

     

    WHEREAS,
      as a condition to making the Loan to Borrower, Lender requires Indemnitor to
      provide certain indemnities concerning Hazardous Materials (as hereinafter
      defined) and Asbestos (as hereinafter defined); and

     

    WHEREAS,
      Borrower and Principal will derive substantial benefits from Lender’s making the
      Loan to Borrower; and

     

    WHEREAS,
      to induce Lender to consummate the above described transaction, Indemnitor
      has
      agreed to enter into this Agreement;

     

    NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are acknowledged, Indemnitor
      hereby represents, warrants and covenants to Lender as follows: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.            (a)
      Indemnitor represents and warrants that there are no claims, liabilities,
      investigations, litigation, or administrative proceedings pending or, to the
      knowledge of Indemnitor, threatened, or judgments or orders relating to any
      Hazardous Materials or Asbestos (collectively, “Environmental
      Claims”)
      asserted or, to Indemnitor’s knowledge, threatened in writing against Borrower
      or relating to any of the Properties. Neither Borrower nor, to the knowledge
      of
      Indemnitor after due inquiry, any other person or entity has caused or permitted
      any Hazardous Materials or Asbestos to be used, generated, reclaimed,
      transported, released, treated, stored or disposed of in a manner which could
      form the basis for an Environmental Claim against Borrower or relating to any
      of
      the Properties. 

     

    (b)
      Indemnitor represents and warrants that, except as set forth in the
      environmental report prepared for each of the Properties by Lender prior to
      the
      date hereof and except for materials customarily used or stored in connection
      with the
      ordinary course of operation and management of properties similar to any of
      the
      Properties, which materials at any of the Properties exist only in reasonable
      quantities and are stored, contained, transported, used, released, and disposed
      of reasonably and without violation of any Hazardous Materials Law (as
      hereinafter defined), to the knowledge of Indemnitor after due inquiry and
      investigation, no Hazardous Materials or Asbestos are or were stored or
      otherwise located, and no underground storage tanks or surface impoundments
      are
      or were located, on any of the Properties or any other real property currently
      or formerly owned, leased or operated by Borrower, and no part of such real
      property, or to the knowledge of Indemnitor, no part of such adjacent parcels
      of
      real property, including the groundwater located therein or thereunder, is
      presently contaminated by Hazardous Materials or Asbestos. 

     

    (c)
      Indemnitor represents and warrants that to its knowledge no owner or occupant
      of
      any of the Properties, nor to its knowledge any prior owner or occupant of
      any
      of the Properties, has received any notice or advice from any governmental
      agency or any source whatsoever with respect to Hazardous Materials or Asbestos
      on, from or affecting any of the Properties.

     

    (d)
      Indemnitor represents and warrants that Borrower has been and is currently
      in
      compliance in all material respects with all applicable Hazardous Materials
      Law,
      including obtaining and maintaining in effect all permits, licenses or other
      authorizations required by applicable Hazardous Materials Law.

     

    2.           
      (a) Indemnitor covenants that Indemnitor shall cause Borrower to at all times
      comply with all applicable Hazardous Materials Law in all material respects
      and
      shall ensure compliance by all occupants of any of the Properties with all
      applicable Hazardous Materials Law in all material respects. Indemnitor shall
      conduct and complete all investigations, studies, sampling, testing and all
      remedial actions necessary to clean up and remove any Hazardous Materials and
      Asbestos from any of the Properties in accordance with all applicable Hazardous
      Materials Law. Indemnitor shall not: (i) violate any applicable Hazardous
      Materials Law; or (ii) generate, use, transport, handle, store, release or
      dispose of any Hazardous Materials or Asbestos in or into, on or onto, or from
      any of the Properties (except in accordance with applicable law); or (iii)
      permit any lien imposed pursuant to any Hazardous Materials Law to be imposed
      or
      to remain on any of the Properties. 

     

    
      
        
        

      

      
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    (b)
      Indemnitor covenants that Indemnitor shall cause Borrower to promptly take
      and
      diligently prosecute any and all reasonably necessary remedial actions upon
      obtaining knowledge of the presence, storage, use, disposal, transportation,
      active or passive migration, release or discharge of any Hazardous Materials
      or
      Asbestos on, under or about any of the Properties in violation of any Hazardous
      Materials Law. In the event Indemnitor undertakes any remedial action with
      respect to any Hazardous Materials or Asbestos on, under or about any of the
      Properties, Indemnitor shall conduct and complete such remedial action in
      compliance with all applicable Hazardous Materials Law, and in accordance with
      the applicable policies, orders and directives of all federal, state and local
      governmental authorities.

     

    (c)
      Indemnitor covenants that if Lender at any time has a reasonable basis to
      believe that a material violation of any Hazardous Materials Law related to
      any
      of the Properties has occurred and is continuing or that a reasonable basis
      for
      a material Environmental Claim affecting Borrower or related to any of the
      Properties exists, then Indemnitor agrees, promptly after written request from
      Lender, to provide Lender with such reports, certificates, engineering studies
      or other written material or data as Lender may reasonably require so as to
      satisfy Lender that Borrower and each of the Properties are in material
      compliance with all applicable Hazardous Materials Law.

     

    3.            
      (a) Indemnitor covenants and agrees, at its sole cost and expense, to
      protect, defend, indemnify and hold Lender, its directors, officers,
      shareholders, employees, agents, successors, assigns and attorneys harmless
      from
      and against any and all losses (including diminution in the value of any of
      the
      Properties), liabilities, obligations, claims, damages, penalties, causes of
      action, fines, costs and expenses, including without limitation, litigation
      costs (including, without limitation, attorney’s fees, expenses, sums paid in
      settlement of claims and any such fees and expenses incurred in enforcing this
      Agreement or collecting any sums due hereunder), other than those arising solely
      from the willful misconduct or gross negligence of Lender (collectively, the
      “Indemnified
      Claims”),
      directly or indirectly imposed upon or incurred by or asserted against Lender,
      its directors, officers, shareholders, employees, agents, successors, assigns
      and attorneys, whether as mortgagee, mortgagee in possession, successor in
      interest to Indemnitor by foreclosure, exercise of power of sale, acceptance
      of
      a deed in lieu of foreclosure or otherwise, or in any other capacity, arising
      out of or in connection with (1) any violation of Hazardous Materials Law
      including, without limitation, reasonable attorney’s and consultant’s fees,
      investigation and laboratory fees, court costs, and litigation expenses;
      (2) any lawsuit brought or threatened in writing, settlement reached, or
      government order relating to such Hazardous Materials or Asbestos; (3) the
      use, generation, refining, manufacture, transportation, transfer, production,
      processing, storage, handling, or treatment of any Hazardous Materials or
      Asbestos, on, under, from, or affecting any of the Properties or any other
      property; (4) the presence, disposal, dumping, escape, seepage, leakage,
      spillage, discharge, emission, pumping, emptying, injecting, leaching, pouring,
      release, or threatened release of any Hazardous Materials or Asbestos on, under,
      from, or affecting any of the Properties or any other property; (5) any
      remedial action, or imposition of standards of conduct, including the clean-up,
      encapsulation, treatment, abatement, removal and/or disposal of any Hazardous
      Materials or Asbestos on, under, from or affecting any of the Properties or
      any
      other property to the extent required by any Hazardous Materials Law;
      (6) any personal injury (including wrongful death) or property damage (real
      or personal) arising out of or related to such Hazardous Materials or Asbestos;
      or (7) a material misrepresentation or material inaccuracy in any
      representation or warranty or a material breach of or failure to perform any
      covenant made by Indemnitor in this Agreement, the Loan Agreement or the
      Instrument.

     

    
      
        
        

      

      
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    (b) Indemnitor
      understands and agrees that its liability to Lender shall arise upon the earlier
      to occur of (1) the discovery of, or the threatened or suspected presence of,
      any Hazardous Materials or Asbestos on, under or about any of the Properties,
      whether or not the Environmental Protection Agency, any other federal agency
      or
      any state or local environmental or other agency or political subdivision or
      any
      court, administrative panel or tribunal has taken or threatened any action
      in
      connection with the presence, or threatened or suspected presence, of any
      Hazardous Materials or Asbestos or (2) the institution of any Indemnified
      Claims, and not upon the realization of loss or damage. Indemnitor shall also
      indemnify and hold harmless Lender from and against all loss, costs, damages,
      or
      expenses (including, without limitation, attorney’s fees) arising out of
      the enforcement of this Agreement.

     

    4.           
      The term “Hazardous
      Materials”
as
      used
      in this Agreement shall mean all or any of the following: (i) substances,
      materials, compounds, wastes, products, emissions and vapors that are defined
      or
      listed in, regulated by, or otherwise classified pursuant to, any applicable
      Hazardous Materials Laws, including any so defined, listed, regulated or
      classified as “hazardous substances,” “hazardous materials,” “hazardous wastes,”
“toxic substances,” “pollutants,” “contaminants,” or any other formulation
      intended to regulate, define, list or classify substances by reason of
      deleterious, harmful or dangerous properties; (ii) waste oil, oil, petroleum
      or
      petroleum-derived substances, natural gas, natural gas liquids or synthetic
      gas
      and drilling fluids, produced waters and other wastes associated with the
      exploration, development or production of crude oil, natural gas or geothermal
      resources; (iii) any flammable substances or explosives or any radioactive
      materials; (iv) fungus, mold, mildew or other biological agents the presence
      of
      which may adversely affect the health of individuals or other animals or
      materially adversely affect the value or utility of any of the Properties;
      (v)
      electrical or hydraulic equipment which contains any oil or dielectric fluid
      containing polychlorinated biphenyls; (vi) radon; or (vii) urea
      formaldehyde.

     

    5.            
      The term “Asbestos”
as
      used
      in this Agreement shall mean any asbestos or material containing
      asbestos.

     

    6.           
      The term “Hazardous
      Materials Law”
as
      used
      in this Agreement shall mean any federal, state, or local law, ordinance or
      regulation or any court judgment or order of any federal, state or local agency
      or regulatory body applicable to Indemnitor or to any of the Properties relating
      to industrial hygiene or to environmental or unsafe conditions including, but
      not limited to, those relating to the generation, manufacture, storage,
      handling, transportation, disposal, release, emission or discharge of Hazardous
      Materials and Asbestos, those in connection with the construction, fuel supply,
      power generation and transmission, waste disposal or any other operations or
      processes relating to any of the Properties, and those relating to the
      atmosphere, soil, surface and ground water, wetlands, stream sediments and
      vegetation on, under, in or about any of the Properties. “Hazardous Materials
      Law” also shall include, but not be limited to, the Comprehensive Environmental
      Response, Compensation and Liability Act, the Emergency Planning and Community
      Right-to-Know Act of 1986, the Hazardous Materials Transportation Act, the
      Resource Conservation and Recovery Act, the Solid Waste Disposal Act, the Clean
      Water Act, the Clean Air Act, the Toxic Substance Control Act, the Safe Drinking
      Water Act and the Occupational Safety and Health Act, and all regulations
      adopted in respect to the foregoing laws.

     

    
      
        
        

      

      
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    7.           
      This Agreement, the payment of all sums due hereunder and the performance and
      discharge of each and every obligation, covenant and agreement of Indemnitor
      contained herein, are, and shall be deemed to be, secured by the Instrument.
      

     

    8.           
      The liability of Indemnitor under this Agreement shall in no way be limited
      or
      impaired by, and Indemnitor hereby consents to and agrees to be bound by, any
      amendment or modification of the provisions of the Note, the Instrument, the
      Loan Agreement or any other document which evidences, secures or guarantees
      all
      or any portion of the Loan (the “Other
      Security Documents”)
      to or
      with Lender or Indemnitor or any person who succeeds Borrower as owner of any
      of
      the Properties. In addition, the liability of Indemnitor under this Agreement
      shall in no way be limited or impaired by (i) any extensions of time for
      performance required by the Note, the Loan Agreement, the Instrument or any
      of
      the Other Security Documents, (ii) any sale or transfer of all or part of
      any of the Properties, (iii) except as provided herein, any exculpatory
      provision in the Note, the Loan Agreement, the Instrument, or any of the Other
      Security Documents limiting Lender’s recourse to property encumbered by the
      Instrument or to any other security, or limiting Lender’s rights to a deficiency
      judgment against Borrower, (iv) the accuracy or inaccuracy of the
      representations and warranties made by Borrower or Indemnitor under the Note,
      the Loan Agreement, the Instrument or any of the Other Security Documents or
      herein, (v) the release of Borrower, any Indemnitor or any other person
      from performance or observance of any of the agreements, covenants, terms or
      conditions contained in any of the Other Security Documents by operation of
      law,
      Lender’s voluntary act, or otherwise, (vi) the release or substitution in
      whole or in part of any security for the Note, or (vii) Lender’s failure to
      record the Instrument or to file any UCC financing statements (or Lender’s
      improper recording or filing of any thereof) or to otherwise perfect, protect,
      secure or insure any security interest or lien given as security for the Note;
      and, in any such case, whether with or without notice to Indemnitor and with
      or
      without consideration.

     

    9.            
      Lender may enforce the obligations of Indemnitor without first resorting to
      or
      exhausting any security or collateral or without first having recourse to the
      Note, the Loan Agreement, the Instrument, or any Other Security Documents or
      any
      of the Properties, 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 Instrument, or exercising
      any other rights and remedies thereunder.

     

    10.          
      The obligations and liabilities of Indemnitor under this Agreement shall survive
      any termination, satisfaction, assignment, entry of a judgment of foreclosure,
      exercise of any power of sale, or delivery of a deed in lieu of foreclosure
      of
      the Instrument.

     

    11.         
      Any amounts payable to Lender under this Agreement shall become immediately
      due
      and payable and, if not paid within thirty (30) days of written demand therefor,
      shall bear interest at a per annum rate five percent in excess of the rate
      applicable to indebtedness under the Note, or the maximum rate permitted by
      law
      from the earlier to occur of (i) the date payment is made or loss or damage
      is sustained by Lender or (ii) the date Indemnitor’s liability shall arise
      pursuant to Paragraph 3(b) hereof, until paid.

     

    
      
        
        

      

      
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    12.         
      Indemnitor hereby waives (i) any right or claim of right to cause a
      marshalling of Borrower’s assets or to cause Lender to proceed against any of
      the security for the Loan before proceeding under this Agreement against
      Indemnitor; (ii) and relinquishes all rights and remedies accorded by
      applicable law to indemnitors or guarantors, except any rights of subrogation
      which Indemnitor may have, provided
      that the
      indemnity provided for hereunder shall neither be contingent upon the existence
      of any such rights of subrogation nor subject to any claims or defenses
      whatsoever which may be asserted in connection with the enforcement or attempted
      enforcement of such subrogation rights including, without limitation, any claim
      that such subrogation rights were abrogated by any acts of Lender;
      (iii) the right to assert a counterclaim, other than a mandatory or
      compulsory counterclaim, in any action or proceeding brought against or by
      Lender; (iv) trial by jury in any action or proceeding brought by
      Indemnitor or Lender or in any counterclaim asserted by Lender against
      Indemnitor or in any matter whatsoever arising out of or in any way connected
      with this Agreement; (v) notice of acceptance hereof and of any action
      taken or omitted in reliance hereon; (vi) presentment for payment, demand
      of payment, protest or notice of nonpayment or failure to perform or observe,
      or
      other proof, or notice or demand; and (vii) all homestead exemption rights
      against the obligations hereunder and the benefits of any statutes of
      limitations or repose. Notwithstanding anything to the contrary contained
      herein, Indemnitor hereby agrees to postpone the exercise of any rights of
      subrogation with respect to any collateral securing the Loan until the Loan
      shall have been indefeasibly paid and satisfied in full, all obligations owed
      to
      Lender under the Loan Documents have been fully performed and there has expired
      the maximum possible period thereafter during which any payment made by Borrower
      or others to Lender with respect to the Obligations and/or the Indebtedness
      could be deemed a preference under the Bankruptcy Code (as hereinafter
      defined).

     

    13.   
       
Principal
      agrees to the provisions of the Loan Documents (as defined in the Loan
      Agreement), and hereby waives notice of (i) any loans or advances made by Lender
      to Borrower, (ii) acceptance of this Agreement, (iii) any amendment or extension
      of the Note or of any other Loan Documents, (iv) the execution and delivery
      by
      Borrower and Lender of any other loan or credit agreement or of Borrower’s
      execution and delivery of any promissory notes or other documents arising under
      the Loan Documents or in connection with any of the Properties, (v) the
      occurrence of any breach by Borrower or the occurrence of any Event of Default
      (as defined in the Loan Agreement), (vi) Lender’s transfer or disposition of any
      of the agreements, covenants, conditions, warranties, representations and other
      obligations made or undertaken by Borrower or any other person or entity for
      the
      benefit of Lender or others as set forth in the Loan Documents (the
“Obligations”),
      or
      any part thereof, (vii) sale or foreclosure (or posting or advertising for
      sale
      or foreclosure) of any collateral for the Obligations, (viii) protest, proof
      of
      nonpayment or default by Borrower, (ix) the accuracy or inaccuracy of the
      representations and warranties made by Borrower under the Note, the Loan
      Agreement, the Instrument or any of the other Loan Documents or herein, (x)
      the
      release of Borrower or any other person from performance or observance of any
      of
      the agreements, covenants, terms or conditions contained in any of the other
      Loan Documents by operation of law, Lender’s voluntary act, or otherwise, (xi)
      the release or substitution in whole or in part of any security or guaranty
      for
      the Note, (xii) Lender’s failure to record the Instrument or file any UCC
      financing statements (or Lender’s improper recording or filing of any thereof)
      or to otherwise perfect, protect, secure or insure any security interest or
      lien
      given as security for the Note, or (xiii) any other action at any time taken
      or
      omitted by Lender and, generally, all demands and notices of every kind in
      connection with this Agreement, the Loan Documents, or any documents or
      agreements evidencing, securing or relating to any of the
      Obligations.

     

    
      
        
        

      

      
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    14.   
        Principal
      shall have no right to assert or exercise, or attempt to assert or exercise,
      and
      hereby waives any right to assert or attempt to assert any claim for,
      subrogation, reimbursement, indemnification, and contribution against Borrower
      and against any general partner, member or other constituent of Borrower and
      against any other person or any collateral or security for the Obligations,
      until the Obligations have been indefeasibly paid and satisfied in full, all
      obligations owed to Lender under the Loan Documents have been fully performed,
      and Lender has released, transferred or disposed of all of its right, title
      and
      interest in such collateral or security, and there has expired the maximum
      possible period thereafter during which any payment made by Borrower or others
      to Lender with respect to the Obligations and/or the Indebtedness could be
      deemed a preference under the Bankruptcy Code (as hereinafter
      defined).

     

    15.   
        It
      is the
      intention of the parties that no Principal shall be deemed to be a “creditor” or
“creditors” (as defined in Section 101 of the United States Bankruptcy Code
      (the “Bankruptcy
      Code”))
      of
      Borrower by reason of the existence of this Agreement, in the event that
      Borrower becomes a debtor in any proceeding under the Bankruptcy Code, and
      in
      connection herewith, such Principal hereby waives any such right as a “creditor”
under the Bankruptcy Code. This waiver is given to induce Lender to make the
      Loan evidenced by the Note to Borrower.

     

    16.          
      (a) Borrower
      shall cooperate with Lender, and provide access to Lender and any professionals
      engaged by Lender, upon Lender’s request, to conduct, contract for, evaluate or
      interpret any environmental assessments, audits, investigations, testing,
      sampling, analysis and similar procedures on any of the Properties.

     

    (b) Borrower
      shall take (and Principal shall cause Borrower to take) any and all reasonable
      actions, including institution of legal action against third parties, necessary
      or appropriate to obtain reimbursement, payment or compensation from such
      persons responsible for the presence of any Hazardous Materials or Asbestos
      at,
      in, on, under or near any of the Properties or otherwise obligated by law to
      bear the cost thereof. Lender shall be and hereby is subrogated to all of
      Borrower’s and/or Principal’s rights now or hereafter in such
      claims.

     

    17.          
      Each Indemnitor represents and warrants that, with respect to such
      Indemnitor:

     

    (a)
      Indemnitor has the full corporate, limited partnership, limited liability
      company, joint venture or other power and authority, as applicable, to execute
      and deliver this Agreement and to perform its obligations hereunder; the
      execution, delivery and performance of this Agreement by Indemnitor has been
      duly and validly authorized; and all requisite corporate, limited partnership,
      limited liability company or joint venture action, as applicable, has been
      taken
      by Indemnitor to make this Agreement valid and binding upon Indemnitor and
      enforceable in accordance with its terms;

     

    (b)
      Indemnitor’s execution of, and compliance with, this Agreement is in the
      ordinary course of business of Indemnitor and will not result in the breach
      of
      any term or provision of the articles of organization or operating agreement,
      charter or bylaws, limited partnership agreement or joint venture agreement,
      as
      applicable, of Indemnitor or result in the breach of any term or provision
      of,
      or conflict with or constitute a default under or result in the acceleration
      of
      any obligation under, any agreement, indenture or loan or credit agreement
      or
      other instrument to which Indemnitor or any of the Properties are subject,
      or
      result in the violation of any law, rule, regulation, order, judgment or decree
      to which Indemnitor or any of the Properties are subject;

     

    
      
        
        

      

      
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      (c)
        There
        is no action, suit, proceeding or investigation pending or to the best of
        Indemnitor’s knowledge threatened against Indemnitor which, either in any one
        instance or in the aggregate, may result in any material adverse change in
        the
        business, operations, financial condition, properties or assets of Indemnitor,
        or in any material impairment of the right or ability of Indemnitor to carry
        on
        its business substantially as now conducted, or in any material liability
        on the
        part of Indemnitor, or which would draw into question the validity of this
        Agreement or of any action taken or to be taken in connection with the
        obligations of Indemnitor contemplated herein, or which would be likely to
        impair materially the ability of Indemnitor to perform under the terms of
        this
        Agreement;

    

     

    (d)
      This
      Agreement is, and the Loan Documents, including the Note, when executed and
      delivered, will be, the legally valid and binding obligations of each
      Indemnitor, as applicable, enforceable against the Indemnitor, as applicable,
      in
      accordance with their respective terms, subject to bankruptcy, insolvency,
      moratorium, reorganization and other similar laws affecting creditors’ rights
      generally, no Indemnitor has any defense or offset to any of its obligations
      under the Loan Documents, and no Indemnitor has any claim against Lender or
      any
      Affiliate of Lender; and

     

    (e) Indemnitor
      has no defense or offset to the enforcement of this Agreement.

     

    18.          
      (a) No delay on Lender’s part in exercising any right, power or privilege under
      this Agreement shall operate as a waiver of any such right, power or
      privilege.

     

    (b)
      Lender shall, at all times, be free to independently establish to its
      satisfaction and in its absolute discretion the existence or nonexistence of
      any
      fact or facts the existence or nonexistence of which is a condition of this
      Agreement. 

     

    19.          
      Each party hereto shall, within five (5) business days of receipt thereof,
      give
      written notice to the other party hereto of (i) any notice or advice from
      any governmental agency or any source whatsoever with respect to Hazardous
      Materials or Asbestos on, from or affecting any of the Properties, and
      (ii) any claim, suit or proceeding, whether administrative or judicial in
      nature (“Legal
      Action”),
      brought against such party or instituted with respect to any of the Properties,
      with respect to which Indemnitor may have liability under this Agreement. Such
      notice shall comply with the provisions of Paragraph 20 hereof.

     

    20.          
      Unless otherwise specifically provided herein, any notice or other communication
      required or permitted to be given shall be in writing and addressed to the
      respective party as set forth hereinabove. Notices shall be effective
      (i) three (3) days after the date such notice is mailed, (ii) on
      the next Business Day if sent by a nationally recognized overnight courier
      service, (iii) on the date of delivery by personal delivery and
      (iv) on the date of transmission
      if sent by telefax during business hours on a Business Day (otherwise on the
      next Business Day) (with receipt of confirmation).
      Any
      party may change the address at which it is to receive notices to another
      address in the United States at which business is conducted (and not a post
      office box or other similar receptacle), by giving notice of such change of
      address in accordance with the foregoing. This provision shall not invalidate
      or
      impose additional requirements for the delivery or effectiveness of any notice
      (i) given in accordance with applicable statutes or rules of court, or (ii)
      by
      service of process in accordance with applicable law. If there is any assignment
      or transfer of Lender’s interest in the Loan, then the new Lender may give
      notice to the parties in accordance with this Paragraph 20, specifying the
      addresses at which the new Lender shall receive notice, and they shall be
      entitled to notice at such address in accordance with this Paragraph
      20.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

      21.         
        EACH INDEMNITOR 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 ANY OF THE PROPERTIES IS LOCATED AND IRREVOCABLY
        AGREES THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING
        OUT OF OR RELATING TO THIS AGREEMENT
        OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH INDEMNITOR
        ACCEPTS FOR ITSELF AND IN CONNECTION WITH ANY OF THE PROPERTIES, 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 AGREEMENT, THE 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 INDEMNITOR IN THE COURTS OF ANY OTHER
        JURISDICTION.

    

     

    22.          
      The terms of this Agreement are for the sole and exclusive protection and use
      of
      Lender. No party shall be a third-party beneficiary hereunder, and no provision
      hereof shall operate or inure to the use and benefit of any such third
      party.

     

    23.           Capitalized
      terms used herein and not specifically defined herein shall have the respective
      meanings ascribed to such terms in the Loan Agreement.

     

    24.          
      This Agreement may be executed in several counterparts, each of which
      counterparts shall be deemed an original instrument and all of which together
      shall constitute a single Agreement. The failure of any party hereto to execute
      this Agreement, or any counterpart hereof, shall not relieve the other
      signatories from their obligations hereunder.

     

    25.          
      This Agreement may not be modified, amended, waived, extended, changed,
      discharged or terminated orally or by any act or failure to act on the part
      of
      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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

      26.          
        All pronouns and any variations thereof shall be deemed to refer to the
        masculine, feminine, neuter, singular or plural as the identity of the person
        or
        persons referred to may require. Without limiting the effect of specific
        references in any provision of this Agreement, the terms “Borrower” and
“Indemnitor” shall be deemed to refer to Borrower or Indemnitor, as the case may
        be, and each person or entity comprising Borrower or Indemnitor, as the case
        may
        be, from time to time, as the sense of a particular provision may require,
        and
        to include the heirs, executors, administrators, legal representatives,
        successors and assigns of Borrower or Indemnitor, as the case may be, all
        of
        whom shall be bound by the provisions of this Agreement. Each reference herein
        to Lender shall be deemed to include its successors and assigns, to whose
        favor
        the provisions of this Agreement shall also inure.

    

     

    27.          
      If Indemnitor consists of more than one person or entity, the obligations and
      liabilities of each such person or entity hereunder shall be joint and
      several.

     

    28.          
      Any one or more parties liable upon or in respect of this Agreement may be
      released without affecting the liability of any party not so
      released.

     

    29.         
      The rights and remedies herein provided are cumulative and not exclusive of
      any
      rights or remedies which Lender has under the Note, the Loan Agreement, the
      Instrument, or the Other Security Documents or would otherwise have at law
      or in
      equity.

     

    30.          
      If any term, condition or covenant of this Agreement shall be held to be
      invalid, illegal or unenforceable in any respect, this Agreement shall be
      construed without such provision.

     

    31.          
      This Agreement 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
      without regard to conflicts of law provisions.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK;

    SIGNATURE
      PAGE FOLLOWS]


    
      
        
           

        

        
        

      

      
        10

        
          

        

      

      
        
        

        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been executed by Indemnitor and is effective
      as of the day and year 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


                    

                     

                     

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        	 	
                PRINCIPAL:

              
	 	 	 
	 	 
	 	
                LIGHTSTONE HOLDINGS LLC, a Delaware

                limited liability company

              
	 	 
	 	 	 
	 	By:	/s/
                David
                Lichtenstein                                     
                
	 	 	
              


      

        

      
        
          	 	LENDER:
	 	 	 
	 	/s/
                  CITIGROUP GLOBAL MARKETS REALTY CORP.,
                  a New York corporation