**Exhibit10.503**

 

LOAN TERMS TABLE

 
| Note Date: January 26, 2005                                         |   | MERS No.: 8000101-0000000569-3 |
|--------------------------------------------------------------------------|--------|--------------------------------|
| Borrower: **INLAND WESTERN MARKHAM  CORP.,** a New Brunswick corporation |
| Original Principal Amount: **$25,380,000.00**                            |   | Loan No.: 58625                |
| Initial Note Rate: **4.2975%**                                           |   | Servicing No.: 3190725         |
| Revised Note Rate: As defined in Article 2                          |   |                           |
| Monthly Payment Amount: As defined in Article l(a)                  |   | Optional Prepayment Date:      |
|                                                                     |   | February 1, 2010          |
| Maturity Date: February 1, 2015                                     |   |                           |

 

**PROMISSORYNOTE**

 

FOR VALUE RECEIVED Borrower, having its principalplace of business at 2901 Butterfield Road, Oak Brook, IL 60523, herebyunconditionally promises to pay to the order of **BANK OF AMERICA,****N.A.,** anational banking association, having an address at 214 North Tryon Street,Charlotte, North Carolina 28255 (**“Lender”**), theOriginal Principal Amount, in lawful money of the United States of America withinterest thereon to be computed from the date of this Note at the Note Rate (asdefined below), and to be paid in accordance with the terms set forth below.The Loan Terms Table set forth above is a part of this Note and all terms usedin this Note which are defined in the Loan Terms Table shall have the meaningset forth therein. All capitalized terms not defined herein shall have therespective meanings set forth in that certain Loan Agreement dated the datehereof between Lender and Borrower (the **“Loan****Agreement”**).

 

**Article 1– PAYMENT TERMS; MANNER OF PAYMENT**

 

(a)                                  Borrower herebyagrees to pay sums due under this Note as follows:an initial payment is due on the Closing Date for interest from the ClosingDate through and including the last day of the calendar month in which theClosing Date occurs; and thereafter, except as may be adjusted in accordancewith the last sentence of Section l(b), consecutive monthly installmentsof interest only in an amount calculated in accordance with Article 2below (such amount, the **“Monthly Payment Amount”**)shall be payable pursuant to the terms hereof on the first (1st) day of eachmonth beginning on March 1, 2005 (each such date through and including theMaturity Date, a **“Scheduled Payment Date”**) untilthe entire indebtedness evidenced hereby is fully paid, except that anyremaining indebtedness, if not sooner paid, shall be due and payable on theMaturity Date. In addition to the foregoing, commencing on the OptionalPrepayment Date and continuing on each Scheduled Payment Date thereafter,Borrower hereby agrees to pay all Excess Cash (as defined in the LoanAgreement) until the principal amount of this Note is paid in full, provided,however, the entire Debt, including all Accrued Interest (defined below), shallbe due on the Maturity Date.

 

(b)                                 Each payment byBorrower hereunder shall be made to P.O. Box 65585, Charlotte, NC 28265-0585,or at such other place as Lender may designate from time to time in writing.Whenever any payment hereunder shall be stated to be due on a day which is nota Business Day, such payment shall be made on the first Business Day precedingsuch scheduled

 

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due date. Allpayments made by Borrower hereunder or under the other Loan Documents shall bemade irrespective of, and without any deduction for, any setoff, defense orcounterclaims.

 

(c)                                  Providedno Event of Default has occurred, (i) each Monthly Payment Amount made asscheduled on this Note shall be applied first to the payment of interestcomputed at the Initial Note Rate, and the balance toward the reduction of theprincipal amount of this Note, and (ii) each payment of Excess Cash made asrequired on this Note shall be applied first to the reduction of the principalamount of this Note until paid in full, and the balance to Accrued Interestuntil paid in full. All voluntary and involuntary prepayments on this Noteshall be applied, to the extent thereof, to accrued but unpaid interest on theamount prepaid, to the remaining Principal Amount, and any other sums due andunpaid to the Lender in connection with the Loan, in such manner and order asLender may elect in its sole and absolute discretion, including, but notlimited to, application to principal installments in inverse order of maturity.Following the occurrence of an Event of Default, any payment made on this Noteshall be applied to accrued but unpaid interest, late charges, accrued fees,the unpaid principal amount of this Note, and any other sums due and unpaid toLender in connection with the Loan, in such manner and order as Lender mayelect in its sole and absolute discretion.

 

(d)                                 Remittancesin payment of any part of the indebtedness other than in the required amount inimmediately available U.S. funds shall not, regardless of any receipt or creditissued therefor, constitute payment until the required amount is actuallyreceived by the holder hereof in immediately available U.S. funds and shall bemade and accepted subject to the condition that any check or draft may behandled for collection in accordance with the practices of the collecting bankor banks.

 

**Article 2*****-*INTEREST**

 

The Loan shall bear interest at a fixed rate per annum equal to the NoteRate. The **“Note Rate”** shall mean (a) from thedate of this Note through but excluding the Optional Prepayment Date, theInitial Note Rate, and (b) from and after the Optional Prepayment Date throughand including the date this Note is paid in full, the Revised Note Rate. The **“Revised Note Rate”**shall mean a rate per annum equal to thesum of (x) two percent (2.00%) and (y) the greater of (i) the Initial Note Rateand (ii) the sum of the Treasury Rate plus five percent (5.00%). The **“Treasury Rate”** shall mean the yield per annum calculated bythe linear interpolation of yields, as reported in the Federal ReserveStatistical Release H.15 – Selected Interest Rates under the heading “USgovernment securities” and the subheading “Treasury constant maturities” forthe week ending prior to the Optional Prepayment Date, of U.S. Treasuryconstant maturities with maturity dates (one longer and one shorter) most nearlyapproximating the Maturity Date. In the event H.15 is no longer published,Lender in its reasonable discretion shall select a comparable publication todetermine the Treasury Rate. From and after the Optional Prepayment Date,interest in excess of the Initial Note Rate shall accrue and be added to theDebt and shall earn interest at the Revised Note Rate to the extent permittedby applicable law (**“Accrued Interest”**).Interest shall be computed on the basis of a three hundred sixty (360) day yearconsisting of twelve (12) months of thirty (30) days each. Exceptas otherwise set forth herein or in the other Loan Documents, interest shall bepaid in arrears.

 

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**Article 3- DEFAULT AND ACCELERATION**

 

The Debt shall without notice becomeimmediately due and payable at the option of Lender if any payment required inthis Note is not paid prior to the tenth (10th) day following thedate when due or if not paid on the Maturity Date or on the happening of anyother Event of Default.

 

**Article ****4 - PAYMENTS AFTER DEFAULT**

 

Upon the occurrence and during thecontinuance of an Event of Default, interest on the outstanding principalbalance of the Loan and, to the extent permitted by law, overdue interest andother amounts due in respect of the Loan shall accrue at a rate per annum equalto the lesser of (a) the maximum rate permitted by applicable law, or (b) fourpercent (4%) above the Note Rate (such rate, the **“Default Rate”**). Interestat the Default Rate shall be computed from the occurrence of the Event ofDefault until the earlier of (i) the actual receipt and collection of the Debt(or that portion thereof that is then due) and (ii) the cure of such Event ofDefault. To the extent permitted by applicable law, interest at the DefaultRate shall be added to the Debt, shall itself accrue interest at the same rateas the Loan and shall be secured by the Security Instrument. This Article shallnot be construed as an agreement or privilege to extend the date of the paymentof the Debt, nor as a waiver of any other right or remedy accruing to Lender byreason of the occurrence of any Event of Default; the acceptance of any paymentfrom Borrower shall not be deemed to cure or constitute a waiver of any Eventof Default; and Lender retains its rights under this Note, the Loan Agreementand the other Loan Documents to accelerate and to continue to demand payment ofthe Debt 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 bythis Article 5, no voluntary prepayments, whether in whole or in part, ofthe Loan or any other amount at any time due and owing under this Note can bemade by Borrower or any other Person without the express written consent ofLender.

 

(a)                                  VoluntaryPrepayment.  Borrower shall have noright to make, and Lender shall have no obligation to accept, any voluntaryprepayment, whether in whole or in part, of the Loan, or any other amount underthis Note or the other Loan Documents, at any time.

 

(b)                                 InvoluntaryPrepayment. In the event of any involuntary prepayment of the Loan or anyother amount under this Note, whether in whole or in part, in connection withor following Lender’s acceleration of this Note or otherwise, and whether theSecurity Instrument is satisfied or released by foreclosure (whether by powerof sale or judicial proceeding), deed in lieu of foreclosure or by any othermeans, including, without limitation, repayment of the Loan by Borrower or anyother Person pursuant to any statutory or common law right of redemption,Borrower shall pay any portion of the principal balance of the Loan prepaid(together with all interest accrued and unpaid thereon and, in the event theprepayment is made on a date other than a Scheduled Payment Date, a sum equalto the amount of interest which would have accrued

 

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underthis Note on the amount of such prepayment if such prepayment had occurred onthe next Scheduled Payment Date).

 

(c)                                 InsuranceProceeds and Awards; Excess Interest. Notwithstanding any other provisionherein to the contrary, and provided no Default exists, Borrower shall not berequired to pay any prepayment premium in connection with any prepaymentoccurring solely as a result of (i) the application of Insurance Proceeds orAwards pursuant to the terms of the Loan Documents, or (ii) the application ofany interest in excess of the maximum rate permitted by applicable law to thereduction of the Loan.]

 

**Article 6 - SECURITY**

 

This Note is secured by the SecurityInstrument and the other Loan Documents. All of the terms, covenants andconditions contained in the Loan Agreement, the Security Instrument and theother Loan Documents are hereby made part of this Note to the same extent andwith the same force as if they were fully set forth herein.

 

**Article ****7 - USURY SAVINGS**

 

This Note is subject to the express conditionthat at no time shall Borrower be obligated or required to pay interest on theprincipal balance of the Loan at a rate which could subject Lender to eithercivil or criminal liability as a result of being in excess of the maximumnonusurious interest rate, if any, that at any time or from time to time may becontracted for, taken, reserved, charged or received on the indebtednessevidenced by this Note and as provided for herein or in the other LoanDocuments, under the laws of such state or states whose laws are held by anycourt of competent jurisdiction to govern the interest rate provisions of theLoan (such rate, the **“Maximum Legal Rate”**).If, by the terms of this Note or the other Loan Documents, Borrower is at anytime required or obligated to pay interest on the principal balance duehereunder at a rate in excess of the Maximum Legal Rate, the Note Rate or theDefault Rate, as the case may be, shall be deemed to be immediately reduced tothe Maximum Legal Rate and all previous payments in excess of the Maximum LegalRate shall be deemed to have been payments in reduction of principal and not onaccount of the interest due hereunder. All sums paid or agreed to be paid toLender for the use, forbearance, or detention of the sums due under the Loan,shall, to the extent permitted by applicable law, be amortized, prorated,allocated, and spread throughout the full stated term of the Loan until paymentin full so that the rate or amount of interest on account of the Loan does notexceed the Maximum Legal Rate of interest from time to time in effect andapplicable to the Loan for so long as the Loan is outstanding.

 

**Article 8- LATE PAYMENT CHARGE**

 

If any principal or interest payment is notpaid by Borrower before the tenth (10th) day after the date the same is due (orsuch greater period, if any, required by applicable law), Borrower shall pay toLender upon demand an amount equal to the lesser of four percent (4%) of suchunpaid sum or the maximum amount permitted by applicable law in order to defraythe expense incurred by Lender in handling and processing such delinquentpayment and to compensate Lender for the loss of the use of such delinquentpayment, provided however, Borrower shall not be required to pay Lender a latecharge in connection with the final payment

 

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under the loan.Any such amount shall be secured by the Security Instrument and the other LoanDocuments to the extent permitted by applicable law.

 

**Article 9- NO ORAL CHANGE**

 

This Note maynot be modified, amended, waived, extended, changed, discharged or terminatedorally or by any act or failure to act on the part of Borrower or Lender, butonly by an agreement in writing signed by the party against whom enforcement ofany modification, amendment, waiver, extension, change, discharge ortermination is sought.

 

**Article 10- WAIVERS**

 

**BORROWER AND ALL OTHERS WHO MAY BECOME LIABLE FOR THE PAYMENT OF ALL ORANY PART OF THE DEBT DO HEREBY SEVERALLY WAIVE PRESENTMENT AND DEMAND FORPAYMENT, NOTICE OF DISHONOR, NOTICE OF INTENTION TO ACCELERATE, NOTICE OFACCELERATION, PROTEST AND NOTICE OF PROTEST AND NON-PAYMENT AND ALL OTHERNOTICES OF ANY KIND EXCEPT AS PROVIDED IN THE LOAN AGREEMENT. NO RELEASE OF ANYSECURITY FOR THE DEBT OR EXTENSION OF TIME FOR PAYMENT OF THIS NOTE OR ANYINSTALLMENT HEREOF, AND NO ALTERATION, AMENDMENT OR WAIVER OF ANY PROVISION OFTHIS NOTE, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS MADE BY AGREEMENTBETWEEN LENDER OR ANY OTHER PERSON SHALL RELEASE, MODIFY, AMEND, WAIVE, EXTEND,CHANGE, DISCHARGE, TERMINATE OR AFFECT THE LIABILITY OF BORROWER, AND ANY OTHERPERSON 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 TOOR DEMAND ON BORROWER SHALL BE DEEMED TO BE A WAIVER OF THE OBLIGATION OFBORROWER OR OF THE RIGHT OF LENDER TO TAKE FURTHER ACTION WITHOUT FURTHERNOTICE OR DEMAND AS PROVIDED FOR IN THIS NOTE, THE LOAN AGREEMENT OR THE OTHERLOAN DOCUMENTS. IF BORROWER IS A LIMITED LIABILITY COMPANY, THE AGREEMENTSHEREIN CONTAINED SHALL REMAIN IN FORCE AND BE APPLICABLE, NOTWITHSTANDING ANYCHANGES IN THE INDIVIDUALS COMPRISING THE LIMITED LIABILITY COMPANY, AND THE TERM“BORROWER,” AS USED HEREIN, SHALL INCLUDE ANY ALTERNATE OR SUCCESSOR LIMITEDLIABILITY COMPANY, BUT ANY PREDECESSOR LIMITED LIABILITY COMPANY AND ITSMEMBERS SHALL NOT THEREBY BE RELEASED FROM ANY LIABILITY. IF BORROWER IS APARTNERSHIP, THE AGREEMENTS HEREIN CONTAINED SHALL REMAIN IN FORCE AND BEAPPLICABLE, NOTWITHSTANDING ANY CHANGES IN THE INDIVIDUALS COMPRISING THEPARTNERSHIP, 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 ACORPORATION, THE AGREEMENTS CONTAINED HEREIN SHALL REMAIN IN FULL FORCE AND BEAPPLICABLE NOTWITHSTANDING ANY CHANGES IN THE**

 

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**SHAREHOLDERS COMPRISING, OR THE OFFICERS ANDDIRECTORS RELATING TO, THE CORPORATION, AND THE TERM “BORROWER” AS USED HEREIN,SHALL INCLUDE ANY ALTERNATIVE OR SUCCESSOR CORPORATION, BUT ANY PREDECESSORCORPORATION SHALL NOT BE RELIEVED OF LIABILITY HEREUNDER. (NOTHING IN THEFOREGOING****SENTENCE SHALL BE CONSTRUED AS A CONSENT TO, OR AWAIVER OF, ANY PROHIBITION OR RESTRICTION ON TRANSFERS OF INTERESTS IN SUCHBORROWING ENTITY WHICH MAY BE SET FORTH IN THE LOAN AGREEMENT, THE MORTGAGE ORANY OTHER LOAN DOCUMENTS.) IF BORROWER CONSISTS OF MORE THAN ONE PERSON ORPARTY, THE OBLIGATIONS AND LIABILITIES OF EACH PERSON OR PARTY SHALL BE JOINTAND SEVERAL.**

 

**Article 11- TRIAL BY JURY**

 

**BORROWER AND LENDEREACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHTBY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANYSUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE, OR ANY CLAIM,COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OFRIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER ANDLENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUEAS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF LENDERAND BORROWER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH****IN ANY PROCEEDING ASCONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER AND LENDER.**

 

**Article 12- TRANSFER**

 

Upon the transfer of this Note, Borrowerhereby waiving notice of any such transfer, Lender may deliver all thecollateral mortgaged, granted, pledged or assigned pursuant to the LoanDocuments, or any part thereof, to the transferee who shall thereupon becomevested with all the rights herein or under applicable law given to Lender withrespect thereto, and Lender shall thereafter forever be relieved and fullydischarged from any liability or responsibility in the matter arising fromevents thereafter occurring; but Lender shall retain all rights hereby given toit with respect to any liabilities and the collateral not so transferred.

 

**Article 13- EXCULPATION**

 

The provisionsof Article 15 of the Loan Agreement are hereby incorporated by referenceinto this Note to the same extent and with the same force as if fully set forthherein.

 

**Article 14- GOVERNING LAW**

 

This Note shall in all respects be governed,construed, applied and enforced in accordance with the laws of the State of NewYork and any applicable law of the United States of America.

 

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**Article 15- NOTICES**

 

All notices or other written communicationshereunder shall be delivered in accordance with Article 16 of the LoanAgreement.

 

**Article 16- TAX IDENTIFICATION NUMBER**

 

This Note provides for the Borrower’s federaltaxpayer identification number to be inserted in the Loan Terms Table on thefirst page of this Note if the Borrower has been assigned such identificationnumber. If such number is not available at the time of execution of this Noteor is not inserted by the Borrower, the Borrower hereby authorizes and directsthe Lender to fill in such number on the first page of this Note when theBorrower provides to Lender, advises the Lender of, or the Lender otherwiseobtains, such number.

 

**Article 17- ATTORNEYS’ FEES**

 

Any provisions in this Note or elsewhere inthe Loan Documents providing for the payment of “attorneys’ fees,” “reasonableattorneys’ fees” or words of similar import, shall mean actual attorneys’ feesand paralegal fees incurred based upon the usual and customary fees or hourlyrates of the attorneys and paralegals involved without giving effect to anystatutory presumption that may then be in effect.

 

**Article 18**- **SEVERABILITY**

 

Wherever possible, each provision of thisNote shall be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Note shall be prohibited by orinvalid under applicable law, such provision shall be ineffective to the extentof such prohibition or invalidity, without invalidating the remainder of suchprovision or the remaining provisions of this Note.

 

**[NOFURTHER 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.

 
|   | INLAND WESTERN MARKHAM CORP.,  a New Brunswick corporation |
|--------|------------------------------------------------------------|
|   |                                                       |
|   |                                                       |
|   | By:                                                        |   | /s/ Scott Wilton |   |
|   | Name:                                                      |   | Scott Wilton |   |
|   | Its:                                                       |   | Secretary |   |
|        |                                                            |  |  |  |  |

 

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