**Exhibit10.430**

 

**PROMISSORYNOTE**

** **
| $24,360,000.00 | New York, New York  December 20*, *2004 |
|----------------|---------------------------------------------------|

 

FOR VALUE RECEIVED, INLAND WESTERN GURNEE,L.L.C., a Delaware limited liability company having its principal place ofbusiness 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 COMMERCIALMORTGAGE, INC., a New York corporation, as payee, having an address at 383Madison Avenue, New York, New York 10179 (**“Lender”**),or at such other place as the holder hereof may from time to time designate inwriting, the principal sum of TWENTY FOUR MILLION THREE HUNDRED SIXTY THOUSANDAND NO/100 DOLLARS ($24,360,000.00), 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**

 

**PAYMENTTERMS**

 

Borrower agrees to pay interest on the unpaidprincipal sum of this Note from time to time outstanding at the rates and atthe times specified in the Loan Agreement and the outstanding balance of theprincipal sum of this Note and all accrued and unpaid interest thereon shall bedue and payable on the Maturity Date. This Note shall be the “Note” as definedin the Loan Agreement.

 

**ARTICLE 2**

 

**DEFAULTAND ACCELERATION**

 

The Debt shall without notice becomeimmediately due and payable at the option of Lender if any payment required inthis Note is not paid on or prior to the date when due or if not paid on theMaturity Date or on the happening of any other Event of Default.

 

**ARTICLE 3**

 

**LOANDOCUMENTS**

 

This Note is secured by the Mortgage and theother Loan Documents. All of the terms, covenants and conditions contained inthe Loan Agreement, the Mortgage and the other Loan Documents are hereby madepart of this Note to the same extent and with the same force as if they werefully set forth herein. In the event of a conflict or inconsistency between theterms of this Note and the Loan Agreement, the terms and provisions of the LoanAgreement shall govern.

 

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**ARTICLE 4**

 

**SAVINGS CLAUSE**

 

Notwithstanding anything to the contrary, (a)all agreements and communications between Borrower and Lender are hereby andshall automatically be limited so that, after taking into account all amountsdeemed interest, the interest contracted for, charged or received by Lendershall never exceed the maximum lawful rate or amount, (b) in calculatingwhether any interest exceeds the lawful maximum, all such interest shall beamortized, prorated, allocated and spread over the full amount and term of allprincipal indebtedness of Borrower to Lender, and (c) if through anycontingency or event, Lender receives or is deemed to receive interest inexcess of the lawful maximum, any such excess shall be deemed to have beenapplied (without prepayment penalty or premium) toward payment of the principalof any and all then outstanding indebtedness of Borrower to Lender, or if thereis no such indebtedness, shall immediately be returned to Borrower.

 

**ARTICLE 5**

**NO ORALCHANGE**

 

This Note may not be modified, amended,waived, extended, changed, discharged or terminated orally or by any act orfailure to act on the part of Borrower or Lender, but only by an agreement inwriting signed by the party against whom enforcement of any modification,amendment, waiver, extension, change, discharge or termination is sought.

 

**ARTICLE 6**

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**WAIVERS**

 

Borrower and all others who may become liablefor the payment of all or any part of the Debt do hereby severally waivepresentment and demand for payment, notice of dishonor, notice of intention toaccelerate, notice of acceleration, protest and notice of protest and non-paymentand 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 maybecome 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 onBorrower shall be deemed to be a waiver of the obligation of Borrower or of theright of Lender to take further action without further notice or demand asprovided for in this Note, the Loan Agreement or the other Loan Documents. IfBorrower is a partnership, the agreements herein contained shall remain inforce and applicable, notwithstanding any changes in the individuals comprisingthe partnership, and the term “Borrower,” as used herein, shall include anyalternate or successor partnership, but any predecessor partnership and theirpartners shall not thereby be released from any liability, If Borrower is alimited liability company, the agreements herein contained shall remain inforce and applicable, notwithstanding any changes in the members comprising thecompany, and the

 

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term “Borrower”, as usedherein, shall include any alternate or successor company, but any predecessorcompany shall not thereby be released from any liability.  If Borrower is a corporation, the agreementscontained herein shall remain in full force and applicable notwithstanding anychanges in the shareholders comprising, or the officers and directors relatingto, the corporation, and the term “Borrower” as used herein, shall include anyalternative or successor corporation, but any predecessor corporation shall notbe 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 insuch entity which may be set forth in the Loan Agreement, the Mortgage or anyother Loan Document.)

 

**ARTICLE 7**

 

**TRANSFER**

 

Upon the transfer of this Note, Borrowerhereby waiving notice of any such transfer except as provided in the LoanAgreement, Lender may deliver all the collateral mortgaged, granted, pledged orassigned pursuant to the Loan Documents, or any part thereof, to the transfereewho shall thereupon become vested with all the rights herein or underapplicable law given to Lender with respect thereto, and Lender shall from thatdate forward forever be relieved and fully discharged from any liability orresponsibility in the matter; but Lender shall retain all rights hereby given toit with respect to any liabilities and the collateral not so transferred.

 

**ARTICLE 8**

 

**EXCULPATION**

 

The provisionsof Section 9.4 of the Loan Agreement are hereby incorporated by reference intothis Note to the same extent and with the same force as if fully set forthherein.

 

**ARTICLE 9**

 

**GOVERNINGLAW**

 

**THIS NOTE SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THELAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND SHALL IN ALL RESPECTS BEGOVERNED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE INWHICH THE PROPERTY IS LOCATED AND APPLICABLE FEDERAL LAWS.**

** **

**ARTICLE 10**

 

**NOTICES**

 

All notices or other written communicationshereunder shall be delivered in accordance with Section 10.6 of the LoanAgreement.

 

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

 

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

 

 
|   | **BORROWER:**                                                            |
|--------|--------------------------------------------------------------------------|
|   |                                                                     |
|   | **INLAND WESTERN GURNEE, L.L.C.,** a  Delaware limited liability company |
|   |                                                                     |
|   | By:                                                                      | Inland Western Retail Real Estate Trust,  Inc., a Maryland 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 acknowledgedbefore me this 17 day of December, 2004 by VALERIE MEDINA as******Assistant Secretaryof INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, whichis the sole member and manager of INLAND WESTERN GURNEE, L.L.C., a Delawarelimited liability company, who executed the foregoing instrument, andacknowledged the execution thereof to be his/her free act and deed as suchofficer on behalf of said corporation in its capacity as sole member andmanager of said limited liability company for the use and purposes thereinmentioned, and the said instrument is the act and deed of said corporation andlimited liability company. She is personally known to me or who has produced                                asidentification.

 

My commission expires:    10/13/08

 

 
| [Notarial Seal] | /s/ Doris E Ahern             |   |
|-----------------|-------------------------------|--------|
|            | Print Name: DORIS E. AHERN    |
|            | Notary Public  Serial Number: |   |   |
|                 |                               |        |  |  |

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

 

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