Exhibit 10.6(b)


 


PROMISSORY NOTE B


 


	
  $25,000,000

  	
   

  	
  New York, New York

  As of October 3, 2006

  



 


FOR
VALUE RECEIVED, 10/120 SOUTH RIVERSIDE PROPERTY LLC, a
Delaware limited liability company, and 10/120
SOUTH RIVERSIDE FEE LLC, a Delaware limited liability company,
collectively as maker, having their principal places of business c/o Beacon
Capital Partners, LLC, One Federal Street, Boston, Massachusetts 02110
(collectively, “Borrower”),
hereby unconditionally promise to pay to the order of MERRILL LYNCH MORTGAGE
LENDING, INC., a Delaware corporation, having an office at 4 World Financial
Center, New York, New York 10080 (“Lender”),
or at such other place as the holder hereof may from time to time designate in
writing, the principal sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS
($25,000,000.00), or so much thereof as is advanced in lawful money of the
United States of America with interest thereon to be computed from October 2,
2006 at the Interest Rate (or, if applicable, the Default Rate), and to be paid
in accordance with the terms of this Note and that certain Loan Agreement dated
as of the date hereof between Borrower and Lender (such Loan Agreement, as same
may be 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 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 Debt may, as provided
in the Loan Agreement, and without notice become immediately due and payable at
the option of Lender if any payment of principal and/or interest required under
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 secured by
the Mortgage and the other Loan Documents. 
All of the terms, covenants and conditions contained in the Loan
Agreement, the Mortgage 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
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 immediately 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 Debt 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.  No release of
any security for the Debt 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 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 Debt
under this Note, the Loan Agreement 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 or the other Loan Documents.  If Borrower is a partnership or limited
liability company, the agreements herein contained shall remain in force and
applicable, notwithstanding any changes in the individuals comprising the
partnership or limited liability company, 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 


 


2

















 


restriction on
transfers of interests in such partnership, limited liability company or
corporation, which may be set forth in the Loan Agreement, the Mortgage or any
other Loan Document.)


 


ARTICLE 7:  TRANSFER


 


Upon the transfer of this
Note, Borrower hereby waiving notice of any such transfer, Lender may deliver
all the collateral mortgaged, 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 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 hereby given to it with respect to any liabilities and the collateral
not so transferred.


 


ARTICLE 8:  EXCULPATION


 


The provisions of Section 11.22
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 WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED
BY LENDER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THIS NOTE WERE
DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A
SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION
EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
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 OF 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
PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


(B)                               ANY
LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR
RELATING TO THIS NOTE MAY, AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR
STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER 


 


3

















 


WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE
BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR
PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. 
BORROWER DOES HEREBY DESIGNATE AND APPOINT:


 


GOULSTON &
STORRS, PC

750 THIRD AVENUE, 22ND FLOOR

NEW YORK, NEW YORK 10017

ATTN: MARC B. HELLER


 


AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE
ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY
SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW
YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND
WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER
PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS
UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW
YORK.  BORROWER (I) SHALL GIVE PROMPT
NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II)
MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED
AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE
SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND
(III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES
TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A
SUCCESSOR.


 


ARTICLE 10:  NOTICES


 


All
notices or other written communications hereunder shall be delivered in
accordance with Section 11.6 of the Loan Agreement.


 


[NO FURTHER TEXT ON THIS PAGE]


 


4

















 


IN
WITNESS WHEREOF, Borrower has duly executed this Note as of
the day and year first above written.


 


	
  BORROWER:

  	
   

  
	
   

  	
   

  
	
  10/120 SOUTH RIVERSIDE PROPERTY LLC,

  
	
  a Delaware limited liability company

  
	
   

  
	
  By:

  	
  BCSP IV Illinois
  Manager LLC, a Delaware 

  limited liability company, its manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BCSP IV U.S.
  Investments, L.P., a Delaware limited

  partnership, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BCSP REIT IV, Inc.,
  a Maryland corporation, 

  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Nancy J. Broderick

  Title: Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10/120 SOUTH RIVERSIDE FEE LLC, 

  a Delaware limited liability company

  
	
   

  
	
  By:

  	
  BCSP IV Illinois
  Manager LLC, a Delaware 

  limited liability company, its manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BCSP IV U.S.
  Investments, L.P., a Delaware limited

  partnership, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BCSP REIT IV, Inc.,
  a Maryland corporation, 

  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Nancy J. Broderick

  Title: Managing Director