**AMENDED AND RESTATED**

**LOAN AGREEMENT**

**dated as of**

**February 20, 2006**

**between**

**MIG/Orlando Development, Ltd.,**

**a Florida limited partnership**

**and**

**THE HUNTINGTON NATIONAL BANK**

**AMENDED AND RESTATED**

**LOAN AGREEMENT**

THIS AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement") is made this 20th day
of February, 2006 by and between THE HUNTINGTON NATIONAL BANK ("**Lender**" or "**Bank**") and
MIG/Orlando Development, Ltd., a Florida limited partnership ("Borrower").

W I T N E S S E T H:

THAT, WHEREAS Borrower obtained a revolving line of credit from First Union Bank in the principal
amount of Twenty Million And No/100 Dollars ($20,000,000.00)("First Union Loan"), which was evidenced
by a Revolving Promissory Note dated July 20, 2000, executed and delivered by Borrower in favor of First
Union National Bank ("First Union Note"), and which was secured by a Mortgage and Security Agreement
dated July 20, 2000, executed and delivered by Borrower in favor of First Union National Bank, and recorded
in Official Records Book 6053, Page 964, Public Records of Orange County, Florida ("First Union Mortgage")
on certain real property described therein and owned by the Borrower in located in Orange County, Florida
("Original Mortgaged Property").

WHEREAS, pursuant to a Loan Agreement dated July 22, 2003, Borrower obtained a revolving line
of credit from Lender in the principal amount of $15,000,000.00 (the "Original Loan").  In connection
therewith: (a) Wachovia Bank (formerly First Union National Bank) assigned by Absolute Assignment
recorded in Official Records Book 07064, Page 4160, Public Records of Orange County, Florida, to the
Lender the First Union Note, the First Union Mortgage, and the other loan documents with respect to the First
Union Loan, and (b) Borrower executed and delivered to Lender an Amended And Restated Promissory Note
(with a revolving loan feature) dated July 22, 2003, in the original principal amount of Fifteen Million And
No/100 Dollars ($15,000,000.00) ("Original Note"), in substitution, renewal, and reduction of the First Union
Note, an Amended And Restated Mortgage, Assignment of Leases, Rents And Security Agreement dated
July 22, 2003, and recorded in Official Records Book 07064, Page 4165, Public Records of Orange County,
Florida ("Original Mortgage"), which amended and restated the First Union Mortgage and granted a first
mortgage lien and security interest on the Original Mortgaged Property, and a Loan Agreement dated July
22, 2003 ("Original Loan Agreement");

WHEREAS, subject to the provisions hereof, Lender has agreed to modify and amend the Loan to
Borrower for such purposes as described in this Agreement and such that the maximum principal amount
of the Loan shall be increased to the lesser of (i) $17,000,000.00, or (ii) 80% of the value of the Project
(defined below) (the amount in excess of the Original Loan being referred to hereinafter as the "Increased
Loan") as determined by an outside appraiser engaged by Lender (the Original Loan together with the
Increased Loan are hereinafter referred to as the "Loan");



WHEREAS, Borrower is no longer the owner of the Original Mortgaged Property that  secured the
Original Loan, and the Original Mortgaged Property has been released by Lender from the lien of the Original
Mortgage; and

WHEREAS, Borrower has agreed to cause AERC Courtney Chase, LLC, a Delaware limited liability
company ("**Courtney Chase**"), to provide real property owned by Courtney Chase as security for the Loan,
which property is more particularly described in Exhibit A attached hereto and incorporated herein by this
reference.



NOW, THEREFORE, the parties hereto agree as follows:

**SECTION 1.  THE LOAN.**

1.1.  THE NOTE.  The Loan will be evidenced by Borrower's Amended and Restated Promissory
Note (the "Note") in the amount of the Loan, payable to the order of Lender pursuant to the terms as set forth
therein, which shall amend and restate the Original Note.  The Note will be secured by a first lien Mortgage,
Assignment of Leases, Rents and Security Agreement executed by Courtney Chase dated of even date
herewith (the "Mortgage") encumbering the Project and the Personal Property located thereon and used in
connection therewith.  In addition, Courtney Chase will execute and deliver financing statements evidencing
Lender's security interest in the Project.  The Loan will be further secured by a Guaranty of Payment
(collectively, the "Guaranty") from Associated Estates Realty Corporation ("AERC") and from Courtney Chase
(hereinafter each a "Guarantor" and collectively, the "Guarantors") guarantying the payment of the Loan.
Borrower, Courtney Chase and AERC will also execute an Environmental Compliance and Indemnification
Agreement (the "Environmental Compliance and Indemnification Agreement").  The Note, the Mortgage, the
Financing Statements, the Guaranty, the Environmental Compliance and Indemnification Agreement, this
Agreement and all other documents executed in connection herewith are sometimes hereinafter collectively
referred to as the "Loan Documents."

1.2  PAYMENTS.  All payments by the Borrower to the Lender under the Note shall be made in lawful
currency of the United States of America and in immediately available funds before 2:00 p.m. Ohio time on
the date when such payment is due at the office of the Lender at 917 Euclid Avenue, Cleveland, Ohio 44115,
Attention: Commercial Real Estate Department, or at such other location as the Lender shall designate to
the Borrower from time to time in writing.  Any payment received the Lender after such time shall be
considered for all purposes (including the calculation of interest, to the extent permitted by law) as having
been made on the Lender's next following business day.

If the date for any payment hereunder falls on a day that is not a business day, then for all purposes
of this Agreement the same shall be deemed to have fallen on the next following business day, and such
extension of time shall in such case be included in the computation of payments of interest.

1.3  EXPENSES.  Borrower shall pay all reasonable and customary costs and expenses of Lender
incidental to the Loan.  Such costs shall include, but not be limited to, fees and out-of-pocket expenses of
Lender's counsel, and title insurance premiums and costs, recording fees, appraisal fees, survey fees,
inspection fees, revenue stamps and Note and Mortgage taxes, if any.

1.4  LOAN FEE.  Borrower shall pay a loan fee to Lender in the amount of Eighty-Five Thousand and
No/100 Dollars ($85,000.00)  at closing. ****

1.5  MATURITY; EXTENSION OPTION.  The entire outstanding principal balance under the Note,
together with accrued but unpaid interest thereon, and all other fees and obligations thereunder, shall be due
and payable on March 1, 2008 (the "Maturity Date").  Borrower may extend the Maturity Date (the  "Extension
Option") to March 1, 2009 (the "Extended Maturity Date") provided that (i) there is no Event of Default (as
defined herein) or an event which with notice or the passage of time or both could constitute an Event of
Default, and (ii) Borrower pays an extension fee equal to three-eighths of one percent (0.375%) of the Loan
amount, (iii) if requested by Lender, Borrower executes an extension agreement satisfactory to Lender, which
is consistent with the terms of this Agreement; (iv) the Debt Service Coverage Ratio of the Project is at least
**1.25 to 1.00**; and (v) Borrower notifies Lender in writing at least 30 days prior to the Maturity Date, of its
election to extend the Maturity Date to the Extended Maturity Date.  "Debt Service Coverage Ratio" shall
mean the ratio of the Borrower's NOI (hereinafter defined) to Debt Service.  "Debt Service" shall be defined
as the annual principal and interest payments required assuming a **thirty (30)** year amortization and an
interest rate equal to 150  basis points (1.50%) over the**10 year Treasury Constant.**

**SECTION 2.  CLOSING CONDITIONS.**

2.1  CLOSING CONDITIONS.  Prior to closing of the Loan (unless otherwise stipulated herein), and
as a condition to Lender's obligation to close the Loan, Lender shall have received the following from
Borrower, in form and substance satisfactory to Lender and Lender's counsel:

(a)	Executed copies of this Agreement, the Mortgage, the Guaranty, the Environmental
Compliance and Indemnification Agreement and all other Loan Documents required by
Lender.

(b)	Satisfactory evidence that the Financing Statements and the Mortgage have been recorded
or filed in the appropriate offices.

(c)	A legal opinion of counsel to Borrower and Guarantors addressed to Lender and covering
such matters as the Lender or its counsel may reasonably require.

(d)	Evidence satisfactory to the Lender indicating that the improvements to be constructed on
the Property are neither located within a 100 year flood plain nor identified as a special flood
hazard area as defined by the Federal Insurance Administration.

(e)	An ALTA form title insurance commitment (along with UCC searches) from an acceptable
title insurance company, binding such company (the "Title Company") to issue a standard
ALTA mortgagee title insurance policy ("ALTA Policy") at closing, naming the Lender as the
insured, insuring the Mortgage to be a valid first lien on the Project, free and clear of all
defects, liens, encumbrances and exceptions to title except Permitted Encumbrances
(hereinafter defined), the lien of real estate taxes not due and payable and such other
matters as may be acceptable to Lender, and specifically insuring to the extent available in
Florida, against unfiled mechanics' and materialmen's liens and matters of survey.

(f)	An ALTA survey, prepared and certified by a registered surveyor, conforming to Lender's
survey standards and otherwise satisfactory to Lender.

(g)	A certificate of insurance evidencing all-risk insurance policy, naming Lender as mortgagee
and loss payee, issued by a company acceptable to Lender.  Mortgagor will also carry (i)
worker's compensation insurance covering all liability under the worker's compensation laws
of the state in which the Project is located, (ii) adequate public liability insurance naming the
Lender as additional insured, and (iii) if the Project is located within a flood-hazard area,
flood-hazard insurance.

(h)	A certified copy of AERC's Articles of Incorporation, certified by AERC's Secretary, a Good
Standing Certificate issued by the Secretary of State of Ohio, a corporate resolution
authorizing execution of the Loan Documents, a certified copy of Borrower's partnership
agreement and Borrower's certificate of formation as filed with the Florida Secretary of State,
Borrower's partnership resolutions, and a certificate of good standing issued by the Florida
Secretary of State, a certified copy of Courtney Chase's Articles of Organization, a Good
Standing Certificate issued by the Secretary of State of Delaware, a certified copy of
Courtney Chase's Operating Agreement and Courtney Chase's company resolutions.



(i)	Borrower shall provide evidence that the Property is zoned to permit the use and operation
of the Project.

(j)	Intentionally omitted.

(k)	Borrower shall cause Courtney Chase to deliver to Lender a fully executed Assignment of
Property Management Agreement with an Acknowledgement by **AERC Florida
Management Company, Inc.** ****



(o)	Borrower must open and maintain the operating account for the Project at The Huntington
National Bank.



(p)	Such additional certificates, documents, consents or opinions as Lender may reasonably
request.

**SECTION 3.  [RESERVED]**

**SECTION 4.  DISBURSEMENTS.**

4.1  AMOUNT OF DISBURSEMENTS.  Lender will disburse funds against Borrower's Note up to the
full amount thereof and as shown in accordance with the terms and conditions therein set forth.  Borrower
will accept all such advances requested by Borrower and made by Lender pursuant to this Agreement up to
the full amount of the Loan. All disbursements will be made only into an operating account maintained by
Borrower at The Huntington National Bank.  The disbursements shall be made no more frequently than four
(4) times per month.

Upon the occurrence and during the continuance of any Event of Default, Lender shall be relieved
of all obligations to make further advances under the Note.  In such event, however, Lender shall retain the
power to make further advances, at Lender's sole option, for the purpose of protecting the Project.  Such
advances shall be secured by the Mortgage, and the priority of the Mortgage as to such advances shall be
the same as to those advances made by Lender before any such failure by Borrower.

4.2.  CONDITIONS TO DISBURSEMENT.  The following are Lender's conditions to disbursement:

(a)	No Event of Default, or to Borrower's actual knowledge, an event which, with the giving of
notice or the passage of time, or both, could become an Event of Default, shall have
occurred and be continuing, and if the Lender so requests, Lender shall have received a
certificate from Borrower to that effect.

(b)	The representations and warranties set forth in Section 5 shall be true and correct in all
material respects as though made on such date.

(c)	On and as of the date of the disbursement, the Borrower shall have complied in all material
respects with all applicable laws, ordinances, regulations and other requirements relating
to the Project, and all necessary consents or approvals of any court or governmental
department, public body, authority, commission, board, bureau, agency or instrumentality
shall have been regularly and finally received with respect thereto, to the extent reasonably
obtainable by the date of such disbursement.

(d)	Borrower shall have fully complied in all material respects with all the provisions of this
Agreement and the Loan Documents.

4.3  LOAN ADVANCE FORMULA.

Funds outstanding shall be limited based on the following formula that will be calculated on a
quarterly basis:  Actual Rolling 12 month Net Operating Income ("NOI") (adjusted for accrued expenses)
divided by 6.25% multiplied by 80% (the "Advance Formula").  NOI shall include a deduction for a
management fee expense (the greater of 3.5% or actual) and a reduction for a Replacement Reserve
allocation of $250/unit.  The amount of funds available under the Advance Formula shall be determined
quarterly on the 15th day of March, June, September and December of each year based upon the NOI for
the then preceding 12 full calendar months.  For example, on March 15, 2006, NOI would be calculated for
the period March 1, 2005 thru February 28, 2006 and the result derived under the Advance Formula would
be in effect for the period April 1, 2006 thru June 30, 2006 when the Advance Formula calculation for the next
quarterly period shall become effective.  If the funds outstanding at any time are greater than the resultant
amount based on the Advance Formula, Borrower will have 30 days following notice from the Bank to
Borrower to reduce the amount outstanding and bring the Loan in compliance.  "Net Operating Income" shall
mean, for any period, the amount by which Gross Revenues exceed Operating Expenses.  "Gross Revenues"
shall mean for any period, all revenues of the Project, determined on an accrual basis, provided, however,
that in no event shall Gross Revenues include (i) any loan proceeds, (ii) proceeds or payments under
insurance policies (except proceeds of business interruption or rent insurance); (iii) condemnation proceeds;
(iv) any security deposits received from tenants, unless and until the same are applied to rent or other
obligations in accordance with the tenant's lease; (v) any other extraordinary items, in Bank's reasonable
discretion or (vi) prepaid rent.  "Operating Expenses" shall mean, for any period, the actual costs and
expenses of owning, operating, managing and maintaining the Project during such period incurred by
Courtney Chase, determined on an accrual basis and including replacement reserves equal to $250.00 per
unit for the 12 month period beginning **March 1, 2006** excepting, however, (i) interest or principal due on the
Loan and (ii) capital expenditures.

**SECTION 5.  WARRANTIES AND REPRESENTATIONS.**

5.1 ORGANIZATION AND AUTHORITY.  Borrower warrants and represents to Lender that
Borrower:

(a)	Is a limited partnership duly organized duly formed and has authority to transact business
in the State of Florida;

(b)	Has requisite power and authority and all necessary licenses and permits to own and
operate its own properties and to carry on its business as now conducted and as presently
proposed to be conducted; and

(c)	Is not doing business or conducting any activity in any jurisdiction in which it has not duly
qualified and become authorized to do business.

5.2  SUBSIDIARIES.   Borrower has no subsidiaries except as set forth below and will not create or
acquire any subsidiaries without the prior written consent of Lender, which consent shall not be unreasonably
withheld, conditioned or delayed.

5.3  FINANCIAL STATEMENTS.  The financial statements of AERC for the fiscal year ending
**December 31, 2004**, which have been supplied to Lender have been prepared in accordance with generally
accepted accounting principles consistently applied and fairly represent AERC's financial condition as of such
date.  There has been no material adverse change in AERC's financial condition since that date.

5.4  FULL DISCLOSURE.  Neither this Agreement nor any written statement furnished by Borrower
to Lender in connection with obtaining the Loan, contains any untrue statement of a material fact or omits a
material fact necessary to make the statements contained therein or herein not misleading.  To the best of
Borrower's knowledge, there is no fact which Borrower has not disclosed to Lender in writing which materially
affects the properties, business, prospects, profits or condition (financial or otherwise) of Borrower or the
ability of Borrower to perform this Agreement.

5.5  PENDING LITIGATION.  **T**here are no proceedings pending, or to the knowledge of Borrower
threatened, against or affecting Borrower in any court or before any governmental authority or arbitration
board or tribunal which, individually or in the aggregate, involve the possibility of materially and adversely
affecting the properties, business, prospects, profits or condition (financial or otherwise) of Borrower, or the
ability of Borrower to perform this Agreement.

5.6  BORROWING IS LEGAL AND AUTHORIZED.

(a)	The general partner of Borrower has duly authorized the execution and delivery of the Loan
Documents to which it is a party and such Loan Documents will constitute valid and binding
obligations of Borrower enforceable in accordance with their respective terms.

(b)	The execution of this Agreement and the other Loan Documents to which Borrower is a party
and the compliance by Borrower with all the provisions thereof:

(i)	are within the powers of Borrower; and

(ii)	will not violate any provisions of any law or any order of any court or governmental
agency applicable to Borrower and will not conflict with, result in any breach in any
of the provisions or constitute an event of  default under, or result in the creation of
any lien or encumbrance upon any property of Borrower under the provisions of the
Borrower's operating agreement, or any other agreement, or other instrument in
existence on the date hereof to which Borrower is a party or by which it may be
bound.

(c)	There are no limitations in any indenture, mortgage, deed of trust or other agreement or
instrument in existence on the date hereof to which Borrower is now a party or by which
Borrower may be bound, with respect to the payment of principal or interest on any
indebtedness of Borrower, including the Note or notes to be executed in connection with this
Agreement.



5.7  NO DEFAULT.  No event has occurred and no condition exists which would constitute, or which,
with the passage of time on giving of notice, or both, would constitute an Event of Default pursuant to this
Agreement.  Borrower is not in violation of any term of any agreement, charter instrument, bylaw or other
instrument in existence on the date hereof to which it is a party or by which it may be bound.

5.8  GOVERNMENT CONSENT.  Neither the nature of Borrower or of its business or properties, nor
any relationship between Borrower and any other entity or person, nor any circumstance in connection with
the execution of this Agreement, is such as to require a consent, approval or authorization of, or filing (other
than the filing of financing statements and the recordation of the Mortgage), registration or qualification with,
any governmental authority on the part of Borrower as a condition to the execution and delivery of this
Agreement and the Note and  Loan Documents contemplated herein.

5.9  TITLE TO PROPERTIES.  Courtney Chase has good and marketable title to the Project, free
from any liens and encumbrances, except the Permitted Exceptions.

5.10  TAXES.

(a)	All tax returns required to be filed by Borrower on or before the date hereof in any jurisdiction
have in fact been filed, and all taxes, assessments, fees and other governmental charges
upon Borrower, or upon any of its respective properties, which are due and payable have
been paid.  Borrower does not know of any proposed additional tax assessment against it.

(b)	The provisions for taxes on the books of Borrower for its current fiscal period are adequate.

5.11  COMPLIANCE WITH LAWS.

Borrower:

(a)	is not, to the best of its knowledge, in violation (in any material respect) of any laws,
ordinances, governmental rules or regulations to which it is subject, including, without
limitation, any environmental laws, rulings or regulations and Borrower's compliance
therewith has not been called into question by any governmental authority or other
organization;

(b)	is not the subject of a "Superfund" evaluation;

(c)	has not acquired, incurred or assumed directly or indirectly, any material contingent liability
in connection with the release of any toxic or hazardous waste or substance into the
environment;

(d)	represents and warrants that no hazardous substances or solid wastes have been disposed
of or otherwise released by it or to its knowledge, any other person (except as disclosed by
the reports delivered to Lender pursuant to Section 2 hereof) on or into the mortgaged
premises;

(e)	has not to the best of its knowledge, failed to obtain any licenses, permits, franchises or
other governmental authorizations necessary to the ownership of its properties or to the
conduct of its business (or, if such item is not yet necessary, will not fail to obtain such item),
which violation or failure to obtain might materially and adversely affect the business,
prospects, profits, properties or condition (financial or otherwise) of Borrower.

5.12  CONTRACT RESTRICTIONS ON BORROWER.  Borrower is not a party to any contract or
agreement which restricts the right or ability of Borrower to incur indebtedness, other than this Agreement.
Borrower has not agreed or consented to cause or permit in the future (upon the happening of a contingency
or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a lien or
encumbrance.

5.13  ERISA.  Borrower does not maintain any employee pension benefit plan subject to the
requirements of ERISA.

**SECTION 6.  BORROWER BUSINESS COVENANTS.**

Borrower covenants that on and after the date of this Agreement, so long as any of the indebtedness
provided for herein remains unpaid:

6.1  PAYMENT OF TAXES AND CLAIMS.

Borrower will pay or cause to be paid before they become delinquent:

(a)	all taxes, assessments and governmental charges or levies imposed upon it or its property
and/or the Project; and

(b)	all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords,
bailees and other like persons which, if unpaid, might result in the creation of a lien or
encumbrance upon its property and/or the Project,



provided that (i) items of the foregoing description need not be paid while being contested in good faith and
by appropriate proceedings, (ii) adequate book reserves have been established, or an adequate amount has
been escrowed or an adequate bond (or title insurance endorsement) has been posted, with respect thereto
and (iii) Borrower's and/or Courtney Chase's as applicable, title to, and its right to use, its property is not
materially adversely affected thereby.

6.2  MAINTENANCE OF PROPERTIES AND LIMITED PARTNERSHIP EXISTENCE.

Borrower shall and shall cause Courtney Chase to:

(a)	Property--maintain its property in good condition and make all renewals, replacements,
additions, betterments and improvements thereto which are deemed necessary by Borrower;

(b)	Insurance--maintain, with financially sound and reputable insurers, insurance with respect
to its properties and business against such casualties and contingencies, of such types
(including but not limited to fire and casualty, public liability and builders risk insurance) and
in such amounts as is customary in the case of entities of established reputations engaged
in the same or a similar business and similarly situated;

(c)	Financial Records--keep true books of records and accounts in which full and correct entries
will be made of all its business transactions, and reflect in its financial statements adequate
accruals and appropriations to reserves, all in accordance with generally accepted
accounting principles;

(d)	Borrower's Existence and Rights--do or cause to be done all things necessary (i) to preserve
and keep in full force and effect its existence, rights and franchises, and (ii) with respect to
Borrower, to maintain its status as an Florida limited partnership and in good standing under
the laws of the State of Florida; and

(e)	Compliance with Law--not be in violation of any laws, ordinances, or governmental rules and
regulations to which it is subject and will not fail to obtain any licenses, permits, franchises
or other governmental authorizations necessary to the ownership of its properties or to the
conduct of its business, which violation or failure to obtain might materially and adversely
affect the business, prospects, profits, properties or condition (financial or otherwise) of
Borrower.

6.3  ENVIRONMENTAL PROTECTION.  Borrower shall and shall cause Courtney Chase to and shall
cause Courtney Chase to comply in all material respects with all applicable requirements in effect from time
to time of all federal, state, local and other governmental authorities, foreign or domestic, with respect to
environmental protection applicable to the Property and shall not acquire, incur or assume directly or
indirectly, any material contingent liability in connection with the release of any toxic or hazardous waste or
substance into the environment, or dispose of, or allow to be disposed of, or otherwise release hazardous
or toxic substances or solid wastes on or into the Property.

6.4  NEGATIVE PLEDGE.  Borrower will not (i) cause or permit or (ii) agree or consent to cause or
permit in the future (upon the happening of a contingency or otherwise), any of its property, whether now
owned or hereafter acquired, to be subject to a lien or encumbrance except:

(i)	liens securing taxes, assessments or governmental charges or levies or the claims
or demands of materialmen, mechanics, carriers, warehousemen, landlords and
other like persons provided the payment thereof is not at the time required by
Section 6.1;

(ii) 	liens incurred or deposits made in the ordinary course of business (i) in  connection
with workmen's compensation, unemployment insurance, social security and other
like laws, or (ii) to secure the performance of letters of credit, bids, tenders, sales
contracts, leases, statutory obligations, surety, appeal and performance bonds and
other similar obligations not incurred in connection with the borrowing of money, the
obtaining of advances or the payment of the deferred purchase price of property or
(iii) interest rate swap agreements;

(iii)	attachment, judgment and other similar liens arising in connection with court
proceedings, provided the execution or other enforcement of such liens is effectively
stayed or a bond for the payment thereof has been posted and the claims secured
thereby are being actively contested in good faith and by appropriate proceedings;



(iv)	reservations, exceptions, encroachments, easements (whether presently existing
or granted by Borrower in the course of construction), rights of way, covenants,
conditions, restrictions, leases and other similar title exceptions or encumbrances
affecting real property, provided they do not in the aggregate materially detract from
the value of said property or materially  interfere with its use in the ordinary conduct
of the owning company's business (the "Permitted Encumbrances") (Lender
acknowledges that existing Permitted Encumbrances are not subject to the
foregoing provisions);

(v)	inchoate liens arising under ERISA to secure the contingent liability of the Borrower.

6.5  OTHER BORROWINGS.  Borrower will not create or incur any indebtedness for borrowed
money or advances in connection with the Project, including through the execution of capitalized lease
agreements (other than customary trade debt in the ordinary course of Borrower's, business member loans
under Borrower's operating agreement and interest rate swap agreements), without the prior written consent
of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

6.6  CONTINGENT LIABILITIES.  Borrower will not and shall cause Courtney Chase to not
guarantee, endorse or otherwise become surety for or upon the obligations of others, except by endorsement
of negotiable instruments for deposit or collection in the ordinary course of business.

**SECTION 7.  INFORMATION AS TO BORROWER.**

Borrower shall deliver the following to Lender:

(a)	within thirty (30) days after the end of each quarter, financial statements, including a balance
sheet and statements of income and surplus, certified by the General Partner of Borrower
as fairly representing Borrower's financial condition as of the end of such period;

(b)	within thirty (30) days after the end of each quarter, a statement signed by the General
Partner of Borrower certifying that Borrower is in compliance in all material respects with
terms of this Agreement;

(c)	immediately after Borrower obtains knowledge of the existence of any condition or event
which constitutes, or which, with the passage of time or the giving of notice, or both, would
constitute an Event of Default, a written notice specifying the nature and period of existence
thereof and what action Borrower is taking or proposes to take with respect thereto;

(d)	immediately after Borrower obtains knowledge of (i) any litigation materially effecting or
relating to the Project, (ii) any dispute between Borrower and any municipal or other
governmental authority relating to the Project, the adverse determination of which might
materially effect the Project, and (iii) any written threat or commencement of proceedings in
condemnation or eminent domain relating to the Project; and

(e)	at the request of Lender, such other information as Lender may from time to time reasonably
require.

**SECTION 8. EVENTS OF DEFAULT AND REMEDIES**

8.1  EVENTS OF DEFAULT.  An "Event of Default" shall exist if any of the following occurs and is
continuing:

(a)	Borrower fails to make any payment of principal or interest on the Maturity Date;

(b)	Borrower fails to make any monthly installment payment of principal and/or interest on the
Note on or before the fifteenth (15th) day of the month in which the date such payment is
due;

(c)	Borrower fails to perform or observe any other covenant involving the payment of taxes,
insurance, fees, or any other covenant requiring the payment of money contained in any
other Loan Document to which it is a party and such failure continues for fifteen (15)
business days after notice from Lender;



(d)	Borrower fails to comply with any other provision contained in  this Agreement or any other
Loan Document (other than a monetary obligation) and such default continues for fifteen (15)
business days or more after written notice to Borrower from Lender specifying the nature of
the default; provided, however, that if such default is of a nature that it cannot be cured
within the fifteen (15) business day period, then Borrower shall not be in default if it
commences good faith efforts to cure the default within the fifteen (15) business day period,
demonstrates continuous diligent efforts to cure the default in a manner satisfactory to
Lender, and within a reasonable period, not to exceed ninety (90) days after the date of the
original written notice of the default, completes the cure of such default or, if the same
cannot, on a commercially reasonable basis, reasonably be completed within such period,
then within such additional period of time as is necessary and reasonable to complete such
cure, assuming diligent efforts on the part of Borrower, but in any event not to exceed one
hundred twenty (120) days after the date of the original notice of default;

(e)	Any warranty, representation or other statement by or on behalf of Borrower contained in this
Agreement or in any instrument furnished in compliance with or in reference to this
Agreement is false or misleading in any material respect;

(f)	Borrower becomes insolvent or bankrupt, or makes an assignment for the benefit of
creditors, or consents to the appointment of a trustee, receiver or liquidator;

(g)	Bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings are instituted
by Borrower; or bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings are instituted against Borrower and such proceedings have not been dismissed
or stayed within ninety (90) days after the institution thereof;

(h)	A final judgment or judgments, from which no further right of appeal exists, for the payment
of money aggregating in excess of $3,000,000.00 is or are outstanding against Borrower
and/or any Guarantor and any one of such judgments has been outstanding for more than
thirty (30) days from the date of its entry and has not been discharged in full or stayed and
is not covered by insurance;



(i)	The Guaranty is revoked, terminated, or otherwise becomes non-operative and the Guaranty
is not replaced by another guaranty (or other security) reasonably satisfactory to Lender;

(j)	An Event of Default shall have occurred and be continuing under any agreement or other
instrument under which any indebtedness of Borrower may be issued or under any mortgage
or other document, which Event of Default permits the acceleration of the indebtedness of
Borrower outstanding thereunder; or

8.2  REMEDIES.  If an Event of Default shall have occurred and be continuing, then (i) all of Lender's
obligations to make any further advances shall cease (if Lender so elects), (ii) Lender may declare the entire
principal and all interest accrued on or under the Note to be immediately due  and payable, without any
presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, (iii)
Lender may foreclose the Mortgage and (iv) Lender may immediately exercise any right, power or remedy
permitted to the Lender by law. Each of the foregoing remedies is distinct and cumulative to all the other
rights or remedies under this Agreement or afforded by law or equity, and may be exercised concurrently,
independently or successively, in any order whatsoever.

No course of dealing on the part of Lender and no delay or failure on the part of the Lender to
exercise any right shall operate as a waiver of such right or otherwise prejudice the Lender's rights, powers
and remedies.

**SECTION 9.  POWER OF LENDER.**

Upon an Event of Default that is continuing, Lender shall have full power to operate the Project in the
name of Borrower and/or Courtney Chase and to pay all bills and expenses incurred thereby.
Notwithstanding the foregoing, the Lender shall not be obligated to undertake to operate the Project, and any
such action shall be in the Lender's sole but commercially reasonable discretion.  In such event, however,
Lender does not assume responsibility to pay bills owed by Borrower and/or Courtney Chase at the time
Lender elects to take possession of the Project.

**SECTION 10.  DEFINITIONS AND ACCOUNTING TERMS.**

10.1  DEFINED TERMS.  As used in this Agreement, the following terms shall have the meaning set
forth respectively after each:

"ALTA Policy" means the policy of title insurance covering the Property required pursuant to Section
2.1(e) of this Agreement.

"Disbursement" means each of the disbursements made pursuant to Section 4.1.

"Event of Default" is defined in Section 8.1.



"Guarantor" means each of Associated Estates Realty Corporation, an Ohio corporation and AERC
Courtney Chase, LLC, a Delaware limited liability company.

"Improvements" means the improvements now located on the Property.



"Loan Documents" is defined in Section 1.1.

"Mortgage" means the Mortgage, Assignment of Rents and Security Agreement dated of even date
herewith from Courtney Chase.

"Permitted Encumbrances" is defined in Section 6.4(iv).

"Personal Property" means all of the Courtney Chase's right, title and interest in and to all furniture,
furnishings, fixtures, machinery, equipment and personal property of every kind and nature, whether
tangible or intangible, now or hereafter located at, upon or about the Property, or used or to be used
in connection with or relating to or arising with respect to the Property.

"Project" means the Property, the Improvements and the Personal Property.

"Property" means the real property described in Exhibit A.

10.2  USE OF DEFINED TERMS.  Any defined term used in the plural shall refer to all members of
the relevant class, and any defined term used in the singular shall include the plural and the use of one
gender, all genders, as the context requires.

10.3  ACCOUNTING TERMS.  All accounting terms not specifically defined in this Agreement shall
be construed in conformity with, and all financial data required to be submitted by this Agreement shall be
prepared in  conformity with, generally accepted accounting principles applied on a consistent basis.

**SECTION 11. MISCELLANEOUS.**

11.1  NOTICES.

(a)	All notices and other communications given under this Agreement or under the notes
executed pursuant hereto shall be in writing and shall be given by hand delivery or be mailed
by registered or certified mail, postage prepaid,

(1)	if to Lender, at the following address, or at such other address as may have been
furnished in writing to Borrower by Lender:

The Huntington National Bank

917 Euclid Avenue

Cleveland, Ohio  44115

Attn:  Commercial Real Estate Department

(2)	if to Borrower, at the following address, or at such other address as may have been
furnished in writing to Lender by Borrower:

MIG/Orlando Development, Ltd.

c/o Associated Estates Realty Corporation

5025 Swetland Court

Cleveland, Ohio  44113

Attn: Legal Department

(b)	Any notice so addressed and mailed by registered or certified mail shall be deemed to be
given three (3) business days after  the date when so mailed.

11.2  SURVIVAL.  All warranties, representations, and covenants made by Borrower herein or on
any certificate or other instrument delivered by it or on its behalf under this Agreement shall be considered
to have been relied upon by Lender and shall survive the closing of the Loan until the Loan has been paid
in full regardless of any investigation made by Lender on its behalf.  All statements in any such certificate or
other instrument shall constitute warranties and representations by Borrower.

11.3  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit of and be binding
upon the heirs, successors and assigns of each of the parties; provided however that the Borrower shall not
assign its rights or obligations hereunder without the prior written consent of the Lender, which consent shall
not be unreasonably withheld, conditioned or delayed.

11.4  AMENDMENT AND WAIVER.  This Agreement (including any schedules or exhibits hereto)
may be amended, and the observance of any term of this Agreement may be waived, with (and only with)
the written consent of Borrower and Lender.

11.5  DUPLICATE ORIGINALS.  Two or more duplicate originals of this Agreement may be signed
by the parties, each of which shall be an original but all of which together shall constitute one and the same
instrument.

11.6  GOVERNING LAW.  This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.

11.7 REPRODUCTION OF DOCUMENTS.  This Agreement and all documents relating hereto,
including, without limitation, (a) consents, waivers and modifications which may hereafter be executed, (b)
documents received by the  Lender at the closing or otherwise, and (c) financial statements, certificates and
other information previously or hereafter furnished to the Lender, may be reproduced by Lender by any
photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process and Lender
may destroy any original document so reproduced. Borrower agrees and stipulates that any such
reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such reproduction was made by the Lender
in the regular course of business) and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.



11.8.	RENEWAL NOTE: TAX INDEMNIFICATION AGREEMENT. The Borrower warrants and
acknowledges that all requisite documentary stamp taxes due on the First Union Note and the First Union Mortgage
under Chapter 201 of the Florida Statutes in the amount of $70,000.00, and the non-recurring intangible taxes due
on the First Union Note and the First Union Mortgage under Chapter 199 of the Florida Statutes in the amount of
$40,000.00 have been paid and affixed to the First Union Mortgage. The execution and delivery by Borrower of the
Original Note in substitution for and renewal of the First Union Note constituted the renewal of the First Union Note,
as contemplated under Florida Statutes Section 201.09, and Florida Administrative Code 12B-4.054(1)(b), and
accordingly, no documentary stamp tax was or is due with respect to the Original Note.  The execution and delivery
by Borrower of the Original Mortgage in substitution of the First Mortgage documents constitute a taxable document
as contemplated under Chapter 199 of the Florida Statutes since the non-recurring intangible taxes have been paid
on the First Union Note and First Union Mortgage, and accordingly, no further non-recurring intangible tax was, or
is, due with respect to the Original Mortgage.  The execution and delivery by Borrower of the Note, in substitution for
and renewal of the Original Note, constitutes the renewal of the Original Note, as contemplated under Florida Statutes
Section 201.09, and Florida Administrative Code 12B-4.054(1)(b), and accordingly, no documentary stamp tax is due
with respect to this instrument or the Note.  The execution and delivery by Borrower of the Mortgage constitutes the
furnishing of additional collateral security for Loan, and since the non-recurring intangible tax has been paid with
respect to the First Union Note and First Union Mortgage as contemplated under Chapter 199 of the Florida Statutes,
no further non-recurring intangible tax was, or is, due with respect to the Mortgage.  All documentary stamp taxes and
non-recurring intangible taxes, if any, due on the First Union Note and First Union Mortgage have previously been
paid and the cancelled stamps issued with regard thereto have been affixed to the First Union Mortgage.  In the event
that documentary stamp tax and or non-recurring intangible tax is subsequently assessed by the Florida Department
of Revenue with respect to the Original Note, Original Mortgage, the Mortgage, this instrument or the Note, Borrower
shall be primarily liable for the payment of such assessed tax, and shall indemnify and hold Lender harmless from
and against any liability or claim with respect to such an assessment, including any interest, penalty, or attorneys fees
incurred as a result thereof.  If Lender is required to pay such assessed tax (and interest, penalty or attorneys fees),
any amounts so advanced, together with interest at the rate provided in the Note, shall be deemed to be a portion
of the balance due on the Note, which shall be secured by the lien of the Mortgage.



11.9	Amended And Restated Loan Agreement. This Loan Agreement amends, restates, and replaces in
its entirety the Original Loan Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, Lender and Borrower have executed this Agreement or caused same to
be executed by their duly authorized officers or partners on the day and year first above written.

THE HUNTINGTON NATIONAL BANK

By:    /s/ Maria Nagy

Name: Maria Nagy

Title:   Vice President

MIG/Orlando Development, Ltd., a Florida

limited partnership

By:  	AERC of Florida, Inc., its general partner



By:     /s/ Jeffrey I. Friedman

Name:Jeffrey I. Friedman

Title:   President

STATE OF OHIO                 )

)  SS.

COUNTY OF CUYAHOGA   )

The foregoing instrument was acknowledged before me this 27th day of February, 2006, by Maria
Nagy, Vice President of The Huntington National Bank, a national banking association, on behalf of the bank.

/s/ Mary Ann Bemes

Notary Public

STATE OF OHIO		)

)

COUNTY OF CUYAHOGA     	 )

The foregoing instrument was acknowledged before me this 20th day of February, 2006, by Jeffrey
I. Friedman, President of AERC of Florida, Inc. as general partner of  MIG/Orlando Development, Ltd., a
Florida limited partnership.

/s/ Susan  K. Bozek

Notary Public

**EXHIBIT A**

Legal Description