**Exhibit 10.495**

 

LoanNo. 10025002

 

**PROMISSORYNOTE**

 

$22,800,000.00

December30, 2004

 

FOR VALUE RECEIVED, INLANDWESTERN CEDAR HILL PLEASANT RUN LIMITED PARTNERSHIP, an Illinois limitedpartnership, having its principal place of business at 2901 Butterfield Road,Oak Brook, Illinois 60523, as maker hereunder (referred to herein as “**Borrower**”) hereby unconditionally promises to pay to the order of KEYBANKNATIONAL ASSOCIATION, a national banking association, its successors andassigns, having an address at 911 Main Street, Suite 1500, Kansas City,Missouri 64105 (“**Lender**”),or at such other place as the holder hereof may from time to time designate inwriting, the principal sum of TWENTY-TWO MILLION EIGHT HUNDRED THOUSAND ANDNO/100 DOLLARS ($22,800,000.00), in lawful money of the United States ofAmerica with interest thereon to be computed from the date of this Note at theInterest Rate, and to be paid in accordance with the terms of this Note andthat certain Loan Agreement, dated as of the date hereof, between Borrower andLender (the “**Loan Agreement**”). Allcapitalized terms not defined herein shall have the respective meanings setforth in the Loan Agreement.

 

**ARTICLE 1**

**PAYMENT TERMS**

 

Borrower agrees to payinterest on the unpaid principal sum of this Note from time to time outstandingat the rates and at the times specified in the Loan Agreement and theoutstanding balance of the principal sum of this Note and all accrued andunpaid interest thereon shall be due and payable on the Maturity Date. This Noteshall be the “Note” as defined in the Loan Agreement.

 

**ARTICLE 2**

**DEFAULT AND ACCELERATION**

 

The Debt shall withoutnotice become immediately due and payable at the option of Lender if anypayment required in this Note is not paid on or prior to the date when due orif not paid on the Maturity Date or on the happening of any other Event ofDefault.

 

**ARTICLE 3**

**LOAN DOCUMENTS**

 

This Note is secured by theMortgage and the other Loan Documents. All of the terms, covenants andconditions contained in the Loan Agreement, the Mortgage and the other LoanDocuments are hereby made part of this Note to the same extent and with thesame force as if they were fully set forth herein. In the event of a conflictor inconsistency between the terms of this Note and the Loan Agreement, theterms and provisions of the Loan Agreement shall govern.

 

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**ARTICLE 4**

**SAVINGS CLAUSE**

 

Itis expressly stipulated and agreed to be the intent of Borrower and Lender atall times to comply strictly with the applicable Texas law, or federal law (ifapplicable), governing the maximum rate or amount of interest payable on theindebtedness evidenced by this Note and the Loan Documents.  All agreements in this Note and all otherLoan Documents, whether now existing or hereafter arising and whether writtenor oral are expressly limited so that in no contingency or event whatsoever,whether by reason of acceleration of maturity of the indebtedness evidencedhereby, prepayment, or otherwise, shall the amount agreed to be paid hereunderfor the use, forbearance, or detention of money exceed the highest lawful ratepermitted under applicable usury laws (the **“Maximum****Amount**”).  To the extent Chapter 303 of the TexasFinance Code, and its successor statutes and amendments, as then in effect(collectively, the **‘‘Statute**”),****are applicable, the “weekly ceiling”specified in the Statute, as selected by Lender, is the applicable ceiling.Lender may, in accordance with and to the extent permitted by applicable law,at its option and from time to time revise its election of the applicable “rateceiling” as to current and future balances outstanding, and may use the “quarterlyceiling” or the “monthly ceiling” from time to time in effect, as such termsare defined in**theStatute, or any other legally available “ceilings” as the Maximum Amount underTexas or other applicable law. If the Maximum Amount as determined under anyapplicable federal law shall at any time exceed the maximum rate of interest asdetermined under applicable Texas law, then to the extent permitted by law, theapplicable federal rate shall be deemed controlling for purposes of determiningthe Maximum Amount during such period of time. In no event shall the provisionsof Chapter 346 of the Texas Finance Code (which regulate certain revolvingcredit loan accounts and revolving triparty accounts) apply to the indebtednessevidenced hereby. This Article 4 will control all agreements between Borrowerand Lender. If, from any circumstance whatsoever (including without limitation,the receipt of any late charge or similar amount), fulfillment of any provisionof this Note or any other Loan Document at the time performance of suchprovision shall be due shall involve exceeding any usury limit prescribed bylaw that a court of competent jurisdiction may deem applicable hereto, then, ipsofacto, the obligations to be fulfilled shall be reduced to allow compliancewith such limit, and if, from any circumstance whatsoever, Lender shall everreceive anything of value deemed interest in an amount that would exceed thehighest lawful rate, the receipt of such excess shall be deemed a mistake andshall be canceled automatically or, if theretofore paid, such excess shall becredited against the principal amount of the indebtedness evidenced hereby towhich the same may lawfully be credited, and any portion of such excess notcapable of being so credited shall be refunded immediately to Borrower.  Borrower hereby agrees that, as a conditionprecedent to any claim seeking usury penalties against Lender, Borrower willprovide written notice to Lender, advising Lender in reasonable detail of thenature and amount of the violation, and Lender shall have sixty (60) days afterreceipt of such notice in which to correct such usury violation, if any, byeither refunding such excess interest to Borrower or crediting such excessinterest against this Note and/or the indebtedness evidenced hereby or in theLoan Documents then owing by Borrower to Lender. All interest contracted for,charged, taken, reserved, paid or agreed to be paid to Lender shall, to theextent permitted by applicable law, be amortized, prorated, allocated andspread throughout the full term of this Note, including any extensions andrenewals hereof until payment in full of the principal balance of this Note sothat the interest thereon for such full term will not exceed at any time theMaximum Amount.

 

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**ARTICLE5**

**NO ORALCHANGE**

 

This Note may not bemodified, amended, waived, extended, changed, discharged or terminated orallyor by any act or failure to act on the part of Borrower or Lender, but only byan agreement in writing signed by the party against whom enforcement of anymodification, amendment, waiver, extension, change, discharge or termination issought.

 

**ARTICLE6**

**WAIVERS**

 

Borrower and all others whomay become liable for the payment of all or any part of the Debt do herebyseverally waive presentment and demand for payment, notice of dishonor, notice ofintention to accelerate, notice of acceleration, protest and notice of protestand non-payment and all other notices of any kind.  No release of any security for the Debt orextension of time for payment of this Note or any installment hereof, and noalteration, amendment or waiver of any provision of this Note, the LoanAgreement or the other Loan Documents made by agreement between Lender or anyother Person shall release, modify, amend, waive, extend, change, discharge,terminate or affect the liability of Borrower, and any other Person who maybecomeliable for thepayment of all or any part of the Debt, under this Note, the Loan Agreement orthe other Loan Documents. Nonotice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right ofLender to take further action without further notice or demand as provided for in this Note, theLoan Agreement or the other Loan Documents. If Borrower is apartnership, the agreements herein contained shall remain in force andapplicable, notwithstanding anychanges in the individuals 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 bereleased from any liability.  If Borrower is a limited liability company, theagreements herein contained shall remain in force and applicable, notwithstanding any changesin the members comprising the company, and the term “Borrower,” as used herein, shall include any alternate orsuccessor company, but any predecessorcompany and its members shall not thereby be released from any liability.  If Borrower is a corporation, the agreements contained herein shall remainin full force and applicablenotwithstanding any changes in the shareholders comprising, or the officers anddirectors relating to, the corporation, and the term “Borrower” as used herein,shall include any alternative orsuccessor corporation, but any predecessor corporation shall not be relieved ofliability hereunder.  (Nothing in theforegoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction ontransfers of interests in such entity which may be set forth in the Loan Agreement, the Mortgage orany other Loan Document.)

 

**ARTICLE7**

**TRANSFER**

 

Uponthe transfer of this Note, Borrower hereby waiving notice of any such transferexcept as provided in the Loan Agreement, Lender may deliver all the collateralmortgaged, granted, pledged or assigned pursuant to the Loan Documents, or anypart thereof, to the transferee who shall thereupon become vested with all therights herein or under applicable law given to Lender with respect thereto, andLender shall from that date forward forever be relieved

 

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andfully discharged from any liability or responsibility in the matter; but Lendershall retain all rights hereby given to it with respect to any liabilities andthe collateral not so transferred.

 

**ARTICLE 8**

**EXCULPATION**

 

Theprovisions of Section 9.4 of the Loan Agreement are hereby incorporated byreference into this Note to the same extent and with the same force as if fullyset forth herein.

 

**ARTICLE 9**

**GOVERNING LAW**

 

**THISNOTE SHALL BE****DEEMED****TO BE A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE IN WHICH THEPROPERTY IS LOCATED AND SHALL IN ALL RESPECTS BE GOVERNED, APPLIED AND ENFORCEDIN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED ANDAPPLICABLE FEDERAL LAWS.**

 

**ARTICLE 10**

**NOTICES**

 

Allnotices or other written communications hereunder shall be delivered inaccordance with Section 10.6 of the Loan Agreement.

 

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

 

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INWITNESS WHEREOF, Borrower has duly executed this Note as of the day and yearfirst above written.

 
| ** ** | **BORROWER:**                                                                                       |
|------------|-----------------------------------------------------------------------------------------------------|
| ** ** |                                                                                                |
| ** ** |                                                                                                |
|       | **INLAND  WESTERN CEDAR HILL  PLEASANT RUN LIMITED PARTNERSHIP,**

an Illinois limited  partnership |
|       |                                                                                                |
|       | By:                                                                                                 | Inland Western Cedar Hill  Pleasant Run GP,  L.L.C., a Delaware limited liability  company, its general partner |
|       |                                                                                                |
|       |                                                                                                | By: | Inland Western Retail Real  Estate  Trust, Inc., a Maryland corporation,  its sole member |
|       |                                                                                                |
|       |                                                                                                | By: | /s/ Debra A.  Palmer |   |
|       |                                                                                                | Name: | Debra A.  Palmer |   |
|       |                                                                                                | Title: | Assistant Secretary |   |
|            |                                                                                                     |  |  |  |  |  |

 

Pay to the order of                                                                     ,without recourse.

 
|   | **KEYBANK NATIONAL ASSOCIATION,** a  national banking association |
|--------|-------------------------------------------------------------------|
|   |                                                              |
|   |                                                              |
|   | By:                                                               |   |   |
|   | Print Name:                                                       |   |   |
|   | Print Title:                                                      |   |   |
|        |                                                                   |  |  |  |  |

 

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STATE OF ILLINOIS

 

COUNTY OF DUPAGE

 

On this 29 day of December, 2004, before me, Doris E. Ahern, a Notary Publicin and for said state, personally appeared Debra A. Palmer, who being by meduly sworn did say that she is the Assistant Secretary of Inland Western RetailReal Estate Trust, Inc., a Maryland corporation, the sole member of InlandWestern Cedar Hill Pleasant Run GP, L.L.C., a Delaware limited liabilitycompany, the general partner of Inland Western Cedar Hill Pleasant Run LimitedPartnership, an Illinois limited partnership, and that the within instrumentwas signed and sealed in behalf of said entities.

 
|                     |                     |
|--------------------------|--------------------------|
| [Notarial  Seal]         |  /s/ Doris E. Ahern |   |
|                     | Print Name:              | Doris E. Ahern |   |
|                     |                     |
| My commission  expires : | 10/13/08                 |   |
|                          |                          |  |  |  |  |  |

 

 

|   | **OFFICIAL SEAL**                   |
|--------|-------------------------------------|
|   | **DORIS E AHERN**                   |
|   | **NOTARY PUBLIC STATE OF ILLINOIS** |
|   | **MY COMMISSION EXPIRES 10/13/08**  |

 

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