**Exhibit10.502**

 

**PURCHASEAGREEMENT**

 

**(101McNabb Street, Markham)**

 

**THIS AGREEMENT**ismade this 25th ay of January, 2005.

 

BETWEEN:

 

**Inland WesternMarkham Limited Partnership**

(the “Buyer”)

 

- and -

 

**Inland WesternMarkham Corp.**

(the “Seller”)

 

**WHEREAS**theSeller is the owner of the Assets and the parties have agreed upon the purchaseand sale of the Assets on the terms set out herein.

 

**NOW THEREFORE THISAGREEMENT WITNESSES**that, in consideration of thecovenants and agreements contained herein, the parties agree as follows:

 

**ARTICLE 1- GENERAL CONTRACT PROVISIONS**

 

**1.1****                               DefinedTerms**

 

Where used in this agreement, unless thecontext otherwise requires, the following words and phrases shall have themeanings set forth below:

 

**“Assets”**arethe Lease and the Property.

 

**“Business Day”**isevery day except Saturday, Sunday and a statutory holiday.

 

**“Closing Date”**isthe next Business Day after the later of the date of the registration of theMortgage and the advance of funds thereunder.

 

**“Lease”**isthe lease of the Property between the Seller, as landlord, and AMEX CanadaInc., as tenant.

 

**“Mortgage”**isthe first mortgage to be registered on the Property in favour of Bank ofAmerica, N.A. in the principal amount of $25,380,000 USD.

 

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**“Note”**isthe form of promissory note attached as schedule 2.

 

**“Permitted****Encumbrances”**are(a) the Lease, (b) the Mortgage, (c) the registered restrictions and municipalagreements affecting the Property, provided such restrictions and agreementshave been fully complied with to the Closing Date and do not prevent theexisting uses of the Property, (d) easements for public utilities supplyingservices to the Property, (e) the reservations in the original grant from theCrown, and (f) minor title defects that do not materially affect the value orexisting uses of the Property.

 

**“Property”**isthe land and the structures situate thereon described in schedule 1.

 

**“Purchase Price”**isthe sum of $42,000,000 USD.

 

**1.2****                               Interpretation**

 

Grammaticalvariations of any terms defined herein shall have similar meanings. Wordsimporting the singular number shall include the plural and vice versa. Wordsimporting the masculine gender shall include the feminine and neuter genders.The division of this agreement into separate sections, subsections and clauses,and the insertion of headings are for convenience of reference only and shallnot affect the construction or interpretation of this agreement.

 

**1.3****                               BindingEffect**

 

This agreement shall enure to the benefit ofand be binding upon the parties hereto and their respective successors andassigns.

 

**1.4****                               Time**

 

Time shall be of the essence of thisagreement.

 

**1.5****                               Currency**

 

All references to amounts of currency shallbe deemed to refer to United States dollars.

 

**1.6****                               GoverningLaw**

 

This agreement is executed and delivered inthe Province of Ontario and all rights and obligations in connection therewithshall be construed in accordance with the laws of the Province of Ontario andthe laws of Canada applicable therein.

 

**1.7****                               FurtherAssurances**

 

The Seller shall at any time and from time totime after the Closing Date at the Buyer’s Expense execute and deliver to theBuyer such further documents or other assurances as the Buyer may reasonablyrequire in order to effectively vest the Assets in the Buyer or its nominee.

 

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**ARTICLE 2- PURCHASE AND SALE**

 

**2.1****                               Agreementto Purchase**

 

Subject to the terms and provisions hereof,the Seller shall sell the Assets to the Buyer and the Buyer shall purchase theAssets from the Seller on the Closing Date.

 

**2.2**                               **Payment**

 

The Purchase Price shall be paid on theClosing Date as follows:

 

(a)                                  asto $25,380,000 by the Buyer executing and delivering the Note to the Seller;and

 

(b)                                the Buyer shall pay tothe Seller, or as it may direct in writing, the balance of the Purchase Priceby setting off such amount against the amount owed by the Seller to the Buyerpursuant to a loan agreement dated as of the date hereof.

 

**ARTICLE 3– TITLE**

 

**3.1****                              Conveyance**

 

The Seller shall cause a Transfer/Deed of Landin standard Ontario form conveying good and marketable title to the Property tobe executed and delivered to the Buyer on the Closing Date free and clear ofall restrictions, charges, liens, encroachments and encumbrances save andexcept for those Permitted Encumbrances that are in good standing.

 

**3.2****                              PlanningAct**

 

This agreement shall be effective to createan interest in the Property only if the subdivision control provisions of thePlanning Act are complied with by the Seller on or before the Closing Date. TheSeller shall proceed diligently at its own expense to obtain any necessaryconsent required for the conveyance of the Property to the Buyer.

 

**ARTICLE 4- REPRESENTATIONS, WARRANTIES AND****COVENANTS**

 

The Seller represents, warrants and covenants(and acknowledges that Buyer is relying upon such representations, warrantiesand covenants in connection with the purchase by the Buyer of the Assets) that,as of the date hereof and from and after the Closing Date:

 

**4.1****                           ****Incorporation**

 

The Seller is duly incorporated andsubsisting and is a resident of Canada for purposes of the Income Tax Act(Canada) with all powers, licenses, permits and rights which it requires tocarry on its business.

 

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**4.2****                           ****Authority**

 

The Seller has good right and full power andauthority to execute and deliver this agreement and all other documents andthings to be executed, delivered and done by it and to incur and carry out allobligations provided for herein. The performance of the Seller’s obligationshereunder is not in conflict with, and does not constitute a default under, anyterms, provisions or conditions of its charter, articles or by-laws.

 

**4.3**                               **Mortgage**

 

From and after the Closing Date, the Seller shallpay all amounts owing from time to time under the Mortgage and shall performall covenants so as to keep the Mortgage in good standing at all times. TheSeller acknowledges that the Note contains provisions allowing the Buyer to setoff amounts paid to the holder of the Mortgage against amounts owing under theNote.

 

**4.4**                               **Bulk Sales Act**

 

The Seller shall indemnify the Buyer for all claims resulting from the Seller not complying with theprovisions of the Bulk Sales Act (Ontario).

 

**4.5****                              ****GST**

 

The Seller is a GST registrant under the *Excise Tax Act*and such registration willextend to and cover the business of the Buyer as the Seller is the generalpartner of the Buyer.

 

**ARTICLE 5– CLOSING**

 

**5.1****                          ****Closing Deliveries of Seller**

 

On the Closing Date, the Seller shall execute and/or deliver to Buyer or the Buyer’s Solicitors:

 

(a)                                  the Transfer/Deed of Land for the Property;and

 

(b)                                 an indemnity in relation to the covenant ofthe Seller under section 4.3.

 

**5.2****                          ****Closing Deliveries of Buyer**

** **

On the Closing Date, the Buyer shall execute and/or deliverto Seller:

 

(a)                                  the Note; and

 

(b)                                 the sum due on closing pursuant to section 2.2hereof.

 

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INWITNESS WHEREOF the parties have executed this agreement.

 
| **`**      | **INLAND WESTERN MARKHAM LIMITED  PARTNERSHIP, by its general partner Inland  Western Markham Corp., a New Brunswick  corporation** |
|------------|-------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                |
|       |                                                                                                                                |
|       | by:                                                                                                                                 | /s/ Debra A. Palmer |   |
|       |                                                                                                                                | Debra A. Palmer |
|       | Its:                                                                                                                                | Assistant Secretary |
|       |                                                                                                                                |
|       |                                                                                                                                |
| ** ** | **INLAND WESTERN MARKHAM CORP., a  New Brunswick corporation**                                                                      |
|       |                                                                                                                                |
|       |                                                                                                                                |
|       | by:                                                                                                                                 | /s/  Debra** **A. Palmer |   |
|       |                                                                                                                                | Debra A. Palmer, Assistant  Secretary |
|            |                                                                                                                                     |  |  |  |

 

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**SCHEDULE 1**

 
| **Property Address:** | 101 McNabb Street, Markham, Ontario being PIN’s: |
|-----------------------|-------------------------------------------------------|
|                  | 02990-0020 (LT)                                       |
|                  | 02990-0068 (LT)                                       |
|                  | 02990-0070 (LT)                                       |
|                  | 02990-0071 (LT)                                       |
|                  | 02990-0072 (LT)                                       |
|                  | 02990-0076 (LT)                                       |
|                  | 02990-0078 (LT)                                       |

 

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**Article 3– DEFAULT AND ACCELERATION**

** **

                The Debtshall without notice become immediately due and payable at the option of Lenderif any payment reuqired in this Note is not paid prior to the tenth (10th)day following the date when due or if not paid on the Maturity Date or on thehappening of any other Event of Default.

 

**Article 4– PAYMENTS AFTER DEFAULT**

** **

                Upon theoccurrence and during the continuance of an Event of Default, interest on theoutstanding principal balance of the Loan and, to the extent permitted by law,overdue interest and other amounts due in respect of the Loan and, to theextent permitted by law, overdue interest and other amounts due in respect ofthe Loan shall accrue at a rate per annum equal to the lesser of (a) themaximum rate permitted by applicable law, or (b) four percent (4%) above theNote Rate (such rate, the **"Default Rate"**).  Interest at the Default Rate shall becomputed from the occurrence of the Event of Default until the earlier of (i)the actual receipt and collection of the Debt (or that portion thereof that isthen due) and (ii) the cure of such Event of Default.  To the extent permitted by applicable law,interest at the Default Rate shall be added to the Debt, shall itself accrueinterest at the same rate as the Loan and shall be secured by theMortgage.  This Article shall not beconstrued as an agreement or privilege to extend the date of the payment of theDebt, nor as a waiver of any other right or remedy accruing to Lender by reasonof the occurrence of any Event of Default; the acceptance of any payment fromBorrower shall not be deemed to cure or constitute a waiver of any Event ofDefault; and Lender retains its rights under this Note, the Loan Agreement andthe other Loan Documents to accelerate and to continue to demand payment of theDebt upon the happening of and during the continuance any Event of Default,despite any payment by Borrower to Lender.

** **

**Article 5– PREPAYMENT**

** **

Except as otherwise expressly permitted by this Article 5, no voluntaryprepayments, whether in whole or in part, of the Loan or any other amount atany time due and owing under this Note can be made by Borrower or any otherPerson without the express written consent of Lender.

 

(a)            VoluntaryPrepayment. Borrower shall have no right to make, and Lender shall have noobligation to accept, any voluntary prepayment, whether in whole or in part, ofany other amount under this Note at any time.

 

(b)           InvoluntaryPrepayment Involuntary Prepayment.  In the event of any involuntary prepayment ofany amount under this Note, whether in whole or in part, in connection with orfollowing Lender's acceleration of this Note or otherwise, and whether the Mortgageis satisfied or released by foreclosure (whether by power of sale or judicialproceeding), deed in lieu of foreclosure or by any other means, including,without limitation, repayment of this Note by Borrower or any other personpursuant to any statutory or common law right of redemption, Borrower shall, inaddition to any portion of the principal balance prepaid (together with allinterest accrued and unpaid thereon and, in the event the prepayment is made ona date other than a Scheduled Payment Date, a sum equal to the amount ofinterest which would have accrued under this Note on the amount of suchprepayment if such prepayment had occurred on the next Scheduled Payment Date),pay to Lender a prepayment premium in an amount equal to Yield Maintenancetogether with, an amount equal to one percent (1%) of the portion of the Loanbeing prepaid.

 

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As used herein, **“Yield Maintenance”**means a prepayment premium in an amountequal to the greater of equal to the greater of (i) 1% of the portion of theamount being prepaid, and (ii) the present value as of the PrepaymentCalculation Date of a series of monthly payments over the remaining term ofthis Note through and including the Optional Prepayment Date each equal to theamount of interest which would be due on the portion being prepaid assuming aper annum interest rate equal to the excess of the Note Rate over theReinvestment Yield, and discounted at the Reinvestment Yield. As used herein, **“Reinvestment Yield”**means the yieldcalculated by the linear interpolation of the yields, as reported in theFederal Reserve Statistical Release H.15-Selected Interest Rates under theheading “U.S. government securities” and the sub-heading “Treasury constantmaturities” for the week ending prior to the Prepayment Calculation Date, ofthe U.S. Treasury constant maturities with maturity dates (one longer and oneequal to or shorter) most nearly approximating the Optional Prepayment Date,and converted to a monthly compounded nominal yield. In the event Release H.15is no longer published, Lender shall select a comparable publication todetermine the Reinvestment Yield. The **“PrepaymentCalculation Date****”** shall mean,as applicable, the date on which (i) Lender applies any prepayment to thereduction of the outstanding principal amount of this Note, (ii) Lenderaccelerates the Loan, in the case of a prepayment resulting from acceleration,or (iii) Lender applies funds held under any Reserve Account, in the case of aprepayment resulting from such an application (other than in connection withacceleration of the Loan).

 

(c)           InsuranceProceeds and Awards; Excess Interest. Notwithstandingany other provision herein to the contrary, and provided no Default exists,Borrower shall not be required to pay any prepayment premium in connection withany prepayment to the Mortgagee by the Lender occurring solely as a result of(i) the application of insurance proceeds or awards pursuant to the terms ofthe loan documents between the Lender and the Mortgagee, or (ii) theapplication of any interest in excess of the maximum rate permitted byapplicable law to the reduction of the Loan.

 

**Article 6– USURY SAVINGS**

 

This Note is subject to the express condition that at no time shallBorrower be obligated or required to pay interest on the principal balance at arate which could subject Lender to either civil or criminal liability as aresult of being in excess of the maximum nonusurious interest rate, if any,that at any time or from time to time may be contracted for, taken, reserved,charged or received on the indebtedness evidenced by this Note and as providedfor herein, under the laws of such state or states whose laws are held by anycourt of competent jurisdiction to govern the interest rate provisions (suchrate, the **“Maximum Legal Rate”**).If, by the terms of this Note, Borrower is at any time required or obligated topay interest on the principal balance due hereunder at a rate in excess of theMaximum Legal Rate, the Note Rate or the Default Rate, as the case may be,shall be deemed to be immediately reduced to the Maximum Legal Rate and allprevious payments in excess of the Maximum Legal Rate shall be deemed to havebeen payments in reduction of principal and not on account of the interest duehereunder. All sums paid or agreed to be paid to Lender for the use,forbearance, or detention of the sums due under the Loan, shall, to the extentpermitted by applicable law, be amortized, prorated, allocated, and spreadthroughout the full stated term of the Loan until payment in full so that therate or amount of interest on account of the Loan does not exceed the MaximumLegal Rate of interest from time to time in effect and applicable to the Loanfor so long as the Loan is outstanding.

 

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**Article 7– LATE PAYMENT CHARGE**

 

Ifany principal or interest payment is not paid by Borrower before the tenth(10th) day after the date the same is due (or such greater period, if any,required by applicable law), Borrower shall pay to Lender upon demand an amountequal to the lesser of four percent (4%) of such unpaid sum or the maximumamount permitted by applicable law in order to defray the expense incurred byLender in handling and processing such delinquent payment and to compensateLender for the loss of the use of such delinquent payment, provided however,Borrower shall not be required to pay Lender a late charge in connection withthe final payment under the loan. Any such amount shall be secured by theMortgage and the other Loan Documents to the extent permitted by applicablelaw.

 

**Article 8– GOVERNING LAW**

 

This Note shall in all respects be governed,construed, applied and enforced in accordance with the laws of the Province ofOntario and any applicable federal laws of Canada.

 

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

 
| ** ** | **INLAND****WESTERN MARKHAM  LIMITED  PARTNERSHIP, by its general partner Inland  Western Markham Corp., a New Brunswick  corporation** |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                    |
|       | by:                                                                                                                                     |   |   |
|       |                                                                                                                                    | Debra A. Palmer |
|       | Its:                                                                                                                                    | Assistant Secretary |
|            |                                                                                                                                         |  |  |  |

 

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