**Exhibit 10.61**

**PROMISSORY NOTE**

**FOR VALUE RECEIVED WESTMARKET ASSOCIATES2006 MB LLC, LITTLE RIVER ASSOCIATES 2006 MB LLC, CLINTON ASSOCIATES 2006 MB LLC, NEWMARKET ASSOCIATES 2006 MB LLC, APOPKA ASSOCIATES 2006 MB LLC,**and **WESTGATE ASSOCIATES 2006 MB LLC**, each a Delaware limited liability company, as maker,and each having its principal place of business at 9001 Congressional Court, Potomac, MD 20854 (collectively, “**Borrower**”), hereby unconditionally, jointly and severally, promise to pay to the order **AIG MORTGAGE CAPITAL, LLC**,a Delaware limited liability company, having its principal place of business at 1999 Avenue of the Stars, 38thFloor, Los Angeles, California 90067 (“**Lender**”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of Eight Million and No/100 Dollars ($8,000,000.00), in lawful money of theUnited States of America with interest thereon to be computed from the date of this Note at the Applicable Interest Rate, and to be paid in accordance with the terms of this Note and that certain Mezzanine Loan Agreement, dated the date hereof,between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “**Loan Agreement**”). All capitalized terms not defined herein shall have the respective meaningsset 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 ratesand at the times specified in Article 2 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 shall without notice become immediately due and payable at the option of Lender 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 otherEvent of Default. 

**ARTICLE 3: LOAN DOCUMENTS**

This Note is secured by the Pledge and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the Pledge and the other Loan Documents are hereby made part of this Note tothe 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 belimited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by Lender shall never exceed the Maximum Legal Rate, (b) in calculating whether any interest exceeds the Maximum LegalRate, 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 receiveinterest in excess of the Maximum Legal Rate, 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. 

**ARTICLE 5: NO ORAL CHANGE**

This Notemay 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 anymodification, 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 forpayment, 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. No release of any security for the Debt or extension of time for payment of thisNote 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, and 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 onBorrower 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 apartnership, the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the individuals or entities comprising the partnership, and the term “**Borrower**,” as used herein, shall include anyalternate or successor partnership, but any predecessor partnership and their partners shall not thereby be released from any liability. If Borrower is a corporation, the agreements contained herein shall remain in full force and be applicablenotwithstanding 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 anypredecessor corporation shall not be relieved of liability hereunder. If any Borrower is a limited liability company, the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the members comprising thelimited liability company, and the term “**Borrower**” as used herein, shall include any alternate or successor limited liability company, but any predecessor limited liability company and their members shall not thereby be releasedfrom any liability. Nothing in the foregoing three sentences shall be construed as a 

 

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consent to, or a waiver of, any prohibition or restriction on transfers of interests in such partnership, corporation or limited liability company, asapplicable, which may be set forth in the Loan Agreement or any other Loan Document. 

**ARTICLE 7: TRANSFER**

Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer except as expressly provided in the Loan Agreement, Lender maydeliver 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 withrespect 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 sotransferred. 

**ARTICLE 8: EXCULPATION**

The provisions of Section 10.4 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**

This Noteshall be governed in accordance with the terms and provisions of Section 11.5 of the Loan Agreement. 

**ARTICLE 10 : JOINT AND SEVERAL**

If Borrower consists of more than one Person, the obligations and liabilities of each such Person hereunder shall be joint andseveral. 

**ARTICLE 11: NOTICES**

All notices or other written communications hereunder shall be delivered in accordance with Section 6.1 of the Loan Agreement. 

**[NO FURTHER TEXT ON THIS PAGE]**

 

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

 
**WESTMARKET ASSOCIATES 2006 MB LLC,**a Delaware limited liability companyBy: 
/s/ Ronald D. Strawn
Name: Ronald D. StrawnTitle: Vice President**LITTLE RIVER ASSOCIATES 2006 MB LLC,**a Delaware limited liability companyBy: 
/s/ Ronald D. Strawn
Name: Ronald D. StrawnTitle: Vice President**CLINTON ASSOCIATES 2006 MB LLC,**a Delaware limited liability companyBy: 
/s/ Ronald D. Strawn
Name: Ronald D. StrawnTitle: Vice President
**[SIGNATURES CONTINUED ON THE NEXT PAGE]**

This Page Forms A Part Of That Certain Amended, Restated and Consolidated Promissory Note dated as ofDecember 21, 2006 

 
**NEWMARKET ASSOCIATES 2006 MB LLC,**a Delaware limited liability companyBy: 
/s/ Ronald D. Strawn
Name: Ronald D. StrawnTitle: Vice President**APOPKA ASSOCIATES 2006 MB LLC,**a Delaware limited liability companyBy: 
/s/ Ronald D. Strawn
Name: Ronald D. StrawnTitle: Vice President**WESTGATE ASSOCIATES 2006 MB LLC,**a Delaware limited liability companyBy: 
/s/ Ronald D. Strawn
Name: Ronald D. StrawnTitle: Vice President