Exhibit 10.145


MERS
MIN: 8000101-0000004464-3


PROMISSORY
NOTE


	
  $112,695,000.00

  	
  New York, New York

  December 21, 2006

  



FOR
VALUE RECEIVED, MB ST. LOUIS CHESTNUT,
L.L.C., a Delaware limited liability company having its principal
place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523, a maker
hereunder (referred to herein as “Borrower”), hereby unconditionally promises to pay to
the order of BEAR STEARNS COMMERCIAL
MORTGAGE, INC., a New York corporation, as payee, having an address
at 383 Madison Avenue, New York, New York 10179 (“Lender”), or
at such other place as the holder hereof may from time to time designate in
writing, the principal sum of ONE HUNDRED TWELVE MILLION SIX HUNDRED NINETY
FIVE THOUSAND AND N0/100 DOLLARS ($112,695,000.00), in lawful money of the
United States of America with interest thereon to be computed from the date of
this Note at the Interest 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 (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 interest on the unpaid principal sum of this Note from time to
time outstanding at the rates and at the times specified in 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. This
Note shall be the “Note” as defined in the Loan Agreement.


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 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



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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 (without prepayment penalty or premium) 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 and all other notices of any kind. 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, 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 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, the
agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the individuals comprising the partnership, and
the term “Borrower,” as used herein, shall include any alternate or successor
partnership, but



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any predecessor
partnership and their partners shall not thereby be released from any
liability. If Borrower is a limited liability company, the agreements herein
contained shall remain in force and applicable, notwithstanding any changes in
the members comprising the company, and the term “Borrower,” as used herein,
shall include any alternate or successor company, but any predecessor company
shall not thereby be released from any liability. If Borrower is a corporation,
the agreements contained herein shall remain in full force and 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 restriction on transfers of interests in such entity 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
except as provided in the Loan Agreement, 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 from that date forward 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 9.4 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 NOTE SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT
TO THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND SHALL IN ALL
RESPECTS BE GOVERNED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE IN WHICH THE PROPERTY IS LOCATED AND APPLICABLE FEDERAL LAWS.



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ARTICLE 10


NOTICES


All
notices or other written communications hereunder shall be delivered in
accordance with Section 10.6 of the Loan Agreement.


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LEFT BLANK]



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


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  MB ST. LOUIS CHESTNUT, L.L.C., a Delaware

  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Minto Builders (Florida),
  Inc., a Florida corporation, its sole member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Valerie Medina

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Valerie Medina

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  
							



 



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ACKNOWLEDGMENT


STATE OF Illinois


COUNTY OF DuPage


The
foregoing instrument was acknowledged before me this 18 day of December, 2006
by VALERIE MEDINA
as Assistant Secretary of MINTO
BUILDERS (FLORIDA), INC., a Florida corporation, which is the sole member of MB
ST. LOUIS CHESTNUT, L.L.C., a Delaware limited liability company, who executed
the foregoing instrument, and acknowledged the execution thereof to be her free
act and deed as such officer on behalf of said corporation in its capacity as
general partner of said limited partnership, in its capacity as sole member and
manager of said limited liability company for the use and purposes therein
mentioned, and the said instrument is the act and deed of said corporation,
limited partnership and limited liability company. She is personally known to
me or who has produced                           
as identification.


My commission expires:


 


	
  [Notarial Seal]

  	
   

  	
   /s/ Rose Marie Allred

  	
   

  
	
   

  	
   

  	
  Print Name:

  
	
   

  	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
  Serial Number:

  	
   

  	
   

  
						



 


 


	
   

  	
  OFFICIAL SEAL

  ROSE MARIE ALLRED

  NOTARY PUBLIC STATE OF ILLINOIS

  MY COMMISSION EXPIRES 06/21/08

  



 



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