**Exhibit 10.444**

 

Florida documentary stamp tax in the amount of $                  hasbeen affixed to the recorded instrument securing this promissory note pursuant toSection 201.08, Florida Statutes.

 

**PROMISSORY NOTE**

 
| $11,192,500.00 | New  York, New York |
|----------------|---------------------|
|           | December  29, 2004  |

 

FOR VALUE RECEIVED, **INLAND WESTERNWESLEY CHAPEL NORTHWOODS, L.L.C., a**Delaware limited liabilitycompany, having its principal place of business at 2901 Butterfield Road, OakBrook, Illinois 60523, a maker hereunder (referred to herein as **“Borrower”**), hereby unconditionally promises to pay to the order of **NOMURA CREDIT &CAPITAL, INC.,**a Delaware corporation, as payee, having anaddress at 2 World Financial Center, Bldg. B, New York, New York 10281 (**“Lender”**), or at such other place as the holderhereof may from time to time designate in writing, the principal sum of ELEVENMILLION ONE HUNDRED NINETY TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS($11,192,500.00), in lawful money of the United States of America with interestthereon to be computed from the date of this Note at the Interest Rate, and tobe paid in accordance with the terms of this Note and that certain LoanAgreement, dated as of the date hereof, between Borrower and Lender (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 pay interest on the unpaid principal sum of thisNote from time to time outstanding at the rates and at the times specified in theLoan Agreement and the outstanding balance of the principal sum of this Noteand all accrued and unpaid interest thereon shall be due and payable on theMaturity 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 theoption of Lender if any payment required in this Note is not paid on or priorto the date when due or if not paid on the Maturity Date or on the happening ofany other Event of Default.

 

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**ARTICLE 3**

** **

**LOAN DOCUMENTS**

 

ThisNote 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 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. In the event of aconflict or inconsistency between the terms of this Note and the LoanAgreement, the terms and provisions of the Loan Agreement shall govern.

 

**ARTICLE 4**

** **

**SAVINGS CLAUSE**

 

Notwithstandinganything to the contrary,(a) all agreements and communications between Borrower and Lender are herebyand shall automatically be limited so that, after taking into account allamounts deemed interest, the interest contracted for, charged or received byLender shall 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 toward payment of the principal of any and all then outstandingindebtedness of Borrower to Lender, or if there is no such indebtedness, shallimmediately be returned to Borrower.

 

**ARTICLE 5**

 

**NO ORAL CHANGE**

 

ThisNote may not be modified, amended, waived, extended, changed, discharged orterminated orally or by any act or failure to act on the part of Borrower orLender, but only by an agreement in writing signed by the party against whomenforcement of any modification, amendment, waiver, extension, change, dischargeor termination is sought.

 

**ARTICLE 6**

 

**WAIVERS**

 

Borrowerand all others who may become liable for the payment of all or any part of the Debt do hereby severallywaive 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 securityfor the Debt or extension of time for payment of this Note or any installmenthereof, and no alteration, amendment or waiver of any provision of this Note,the Loan Agreement or the other Loan Documents made by agreement between Lenderor any other Person shall release, modify, amend, waive, extend, change,discharge, terminate or affect the liability of Borrower, and any other Personwho may

 

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becomeliable for the payment of all or any part of the Debt, under this Note, theLoan Agreement or the other Loan Documents. No notice to or demand on Borrowershall 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 forin this Note, the Loan Agreement or the other Loan Documents. If Borrower is apartnership, the agreements herein contained shall remain in force andapplicable, 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 alimited liability company, the agreements herein contained shall remain inforce and applicable, notwithstanding any changes in the members comprising thecompany, and the term “Borrower,” as used herein, shall include any alternateor successor company, but any predecessor companyshall 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 beconstrued as a consent to, or a waiver of, anyprohibition or restriction on transfers of interests in such entity which maybe set forth in the Loan Agreement, the Mortgage or any other Loan Document.)

 

**ARTICLE 7**

** **

**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 and fully dischargedfrom any liability or responsibility in the matter; but Lender shall retain allrights hereby given to it with respect to any liabilities and the collateralnot 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**

 

**THIS NOTE SHALL BE DEEMED****TO BE A CONTRACT ENTEREDINTO PURSUANT TO THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED ANDSHALL IN ALL RESPECTS BE GOVERNED, APPLIED AND**

 

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**ENFORCED IN ACCORDANCE WITH THE LAWS OF THESTATE IN WHICH THE PROPERTY IS LOCATED AND APPLICABLE FEDERAL LAWS.**

 

**ARTICLE 10**

 

**NOTICES**

 

All notices or other written communications hereunder shall bedelivered in accordance 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 WESLEY CHAPEL  NORTHWOODS, L.L.C.,** |
|   | a Delaware limited  liability company                  |
|   |                                                   |
|   | By:                                                    | Inland Western Retail Real Estate Trust,  Inc., a Maryland corporation |
|   |                                                   |   |
|   |                                                   |   |
|   |                                                   | By: |  /s/ Valerie Medina |   |
|   |                                                   |   | Name: | Valerie Medina |
|   |                                                   |   | Title: | Asst. Secretary |
|        |                                                        |  |  |  |  |  |

 

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**ACKNOWLEDGMENT**

 
| STATE OF Illinois | )     |
|-------------------|-------|
|              | ) ss: |
| COUNTY OF DuPage  | )     |

 

I, the undersigned, a Notary Public, in and for**said Countyand State, do hereby certifythat VALERIE MEDINA, the ASST. SECRETARY of INLAND WESTERN RETAIL REAL ESTATETRUST, INC, personally known to me to be the same person whose name issubscribed to the foregoing instrument, as having executed the same, appearedbefore me this day in person and acknowledged that he/she signed and deliveredthe said instrument as his/her free and voluntary act on behalf of the INLANDWESTERN RETAIL REAL ESTATE TRUST, INC,**forthe uses and purposes therein set forth.

 

Given under my hand and official seal this 22nd day of December, 2004.

 

 
|                              | /s/ Rose  Marie Allred |
|-----------------------------------|------------------------|
|                              | Notary  Public         |
|                              |                   |
|                              |                   |
| Commission  expires:              |                   |
|                              |                   |
| “OFFICIAL  SEAL”        |                   |   |
| Rose Marie  Allred                |                   |   |
| Notary  Public, State of Illinois |                   |   |
| My  Commission Exp.  05/21/2005   |                   |   |

 

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