Exhibit
10.4





PROMISSORY
NOTE


(929)





$18,000,000.00
            Baltimore,
      MarylandJuly
      14, 2010





FOR VALUE
RECEIVED,on or
before July 31, 2040 (the “Maturity Date”), the
undersigned 929 N. WOLFE STREET LLC, a Maryland limited liability company (the
“Maker”), promises to
pay to the order of Education Realty Operating Partnership, LP, a Delaware
limited partnership (the “Lender” or “Holder”), the principal sum of
EIGHTEEN MILLION AND NO/100
DOLLARS ($18,000,000.00), or so much thereof as has been drawn down and
disbursed to Maker from time to time, together with interest thereon at a fixed
rate of interest equal to the Contract Rate (herein defined), both principal and
interest being payable in lawful money of the United States of America on the
dates and in the manner as follows:





Commencing
on the 1st day of
September, 2010, and continuing on the same day of each and every month
thereafter, monthly installments of interest only on the principal sum disbursed
and remaining unpaid, computed at the then current Contract Rate, shall be paid
to the Lender or the Holder hereof, to and including the 1st day of
August, 2020; and





Commencing
on the 1st day of
September, 2020, and continuing on the same day of each and every month
thereafter, monthly installments of principal and interest (using an
amortization period of thirty (30) years), computed at the then current Contract
Rate, shall be paid to the Lender or the Holder hereof, to and including the
1st
day of July, 2040; and on the Maturity Date, a balloon payment of the entire
unpaid principal balance, together with all accrued and unpaid interest, if not
sooner paid, shall be due and payable in full.   The Lender has
no obligation to extend or modify the final balloon payment.  Interest
shall be computed on the basis of a 360 day year, actual days
elapsed.





Subject
to the limitations hereinafter set forth, (i) on or before July 31, 2015, the
unpaid principal balance of the indebtedness hereby evidenced shall bear
interest at a fixed rate per annum of ten percent (10%), (ii) from August 1,
2015 until July 31, 2020, the unpaid principal balance of the indebtedness
hereby evidenced shall bear interest at a fixed rate per annum of twelve percent
(12%), and (iii) from August 1, 2020 until the Maturity Date, the unpaid
principal balance of the indebtedness hereby evidenced shall bear interest at a
fixed rate per annum of fourteen percent (14%) (individually or collectively,
the “Contract
Rate”).





In the
event that at any time prior to the Maturity Date, the Contract Rate shall
exceed the maximum rate of interest the Holder may lawfully charge (the “Maximum Rate”) the Holder may,
at its option and without notice to the Maker, charge interest at the Maximum
Rate until such time as the Contract Rate falls below the Maximum
Rate.








This Note
is governed by the terms and conditions of that certain Construction Loan
Agreement of even date herewith, as hereafter modified, amended and/or restated
from time to time between the Maker and the Lender (the “Loan
Agreement”).  The indebtedness and other obligations evidenced
by this Note are further secured by and subject to the terms and provisions of
the Collateral Documents (as defined in the Loan Agreement).  Upon an
Event of Default as defined in the Loan Agreement, the Lender may exercise any
and all remedies available under the Loan Documents (as defined in the Loan
Agreement, including, but not limited to, accelerating the maturity of this Note
and declaring all amounts immediately due and payable in full.





This is a
“drawn down” note and not a “revolving” note.  The Maker may request
draws from the Lender up to the maximum aggregate principal amount of this
Note.  The Maker may repay any principal amounts disbursed by Lender
at any time; provided, however, Maker may not reborrow any principal amounts
repaid.  The entire balance of all advances hereunder that may be
outstanding from time to time shall constitute a single indebtedness, and no
single advance increasing the outstanding balance hereof shall itself be
considered a separate loan, but rather an increase in the aggregate outstanding
balance of the indebtedness evidenced hereby.





In the
event any installment of principal and/or interest payable hereunder has not
been received by the Lender or the holder hereof within ten (10) days of the
date when due, the Maker, if not prohibited under Maryland law, shall pay a late
charge equal to five percent (5%) of any such installment and the unpaid
principal balance of the indebtedness hereby evidenced shall, at the Lender’s
option, bear interest from the due date thereof until such payment is received
at an interest rate which shall be equal to the lesser of (a) the Maximum Rate
or (b) the Contract Rate (the “Default Rate”), compounded
annually until paid.  Furthermore, in the event that the principal
balance of the indebtedness hereby evidenced shall not be paid when due
hereunder (whether at its stated maturity or by acceleration) the indebtedness
evidenced hereby shall bear interest after maturity at the Default
Rate.





Prepayment
may be made in whole or in part at any time without premium or
penalty.  All prepayments of principal shall be applied in the inverse
order of maturity, or in such other order as Lender shall determine in its sole
discretion.





All
installments of interest, and the principal hereof, are payable at the office of
the Lender at 530 Oak Court Drive, Suite 300, Memphis, Tennessee 38117, or at
such other place as the Lender may designate in writing, in lawful money of the
United States of America, which shall be legal tender in payment of all debts
and dues, public and private, at the time of payment.





If this
Note is placed in the hands of an attorney for collection, by suit or otherwise,
or to protect the security for its payment, or to enforce its collection, or to
represent the rights of the Lender in connection with any loan documentation
executed in connection herewith, or to defend successfully against any claim,
cause of action or suit brought by the Maker against the Lender, the Maker shall
pay on demand all costs of collection and litigation (including court costs),
together with a reasonable attorney's fee.


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The Maker
and any endorsers or guarantors hereof waive protest, demand, presentment, and
notice of dishonor, and agree that this Note may be extended, in whole or in
part, without limit as to the number of such extensions or the period or periods
thereof, without notice to them and without affecting their liability
thereon.





It is the
intention of the Lender and the Maker to comply strictly with applicable usury
laws and, accordingly, in no event and upon no contingency shall the holder
hereof ever be entitled to receive, collect, or apply as interest any interest,
fees, charges or other payments equivalent to interest, in excess of the Maximum
Rate which the Lender may lawfully charge under applicable statutes and laws
from time to time in effect; and in the event that the holder hereof ever
receives, collects, or applies as interest any such excess, such amount which,
but for this provision would be excessive interest, shall be applied to the
reduction of the principal amount of the indebtedness hereby evidenced; and if
the principal amount of the indebtedness evidenced hereby, all lawful interest
thereon and all lawful fees and charges in connection therewith, are paid in
full, any remaining excess shall forthwith be paid to the Maker, or other party
lawfully entitled thereto.  All interest paid or agreed to be paid by
the Maker shall, to the maximum extent permitted under applicable law, be
amortized, prorated, allocated and spread throughout the full period until
payment in full of the principal so that the interest hereon for such full
period shall not exceed the Maximum Rate.  Any provision hereof, or of
any other agreement between the holder hereof and the Maker, that operates to
bind, obligate, or compel the Maker to pay interest in excess of such Maximum
Rate shall be construed to require the payment of the Maximum Rate
only.  The provisions of this paragraph shall be given precedence over
any other provision contained herein or in any other agreement between the
holder hereof and the Maker that is in conflict with the provisions of this
paragraph.





This Note
shall be governed and construed according to the statutes and laws of the State
of Maryland from time to time in effect; it being intended that, as to the
maximum rate of interest which may be charged, received, and collected
hereunder, those applicable statutes and laws, whether state or federal, from
time to time in effect, which permit the charging of a higher rate of interest,
shall govern and control; provided, always, however, that in no event and under
no circumstances shall the Maker be liable for the payment of interest in excess
of the Maximum Rate permitted by such applicable law, from time to time in
effect.





[SIGNATURE
PAGE FOLLOWS]





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PROMISSORY
NOTE





SIGNATURE
PAGE


(929)





IN
WITNESS WHEREOF, the undersigned Maker has caused this Note to be executed by
its duly authorized officer as of the date first written above.





929
      N. WOLFE STREET LLC,a
      Maryland limited liability companyBy:
            East
      Baltimore Development, Inc.,Its
      Sole Member and General ManagerBy:
            /s/ Cynthia P. Swisher
    (Seal)Name:
            Cynthia
      P. SwisherTitle:
            Chief
      Financial Officer




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