**Exhibit 10.448**

 

**PROMISSORYNOTE**

 
| $35,842,000.00 |   | Chicago,  Illinois |
|----------------|--------|--------------------|
|           |   | December  30, 2004 |

 

FOR VALUE RECEIVED, INLANDWESTERN AVONDALE MCDOWELL, L.L.C., a Delaware limited liability company, havingits principal place of business at 2901 Butterfield Road, Oak Brook, Illinois60523, a maker hereunder (referred to herein as **“Borrower”**), hereby unconditionally promises to pay tothe order of LASALLE BANK NATIONAL ASSOCIATION, a national banking association,as payee, having an address at 135 South LaSalle Street, Suite 3410, Chicago,Illinois 60603 (**“Lender”**), or at such other place as theholder hereof may from time to time designate in writing, the principal sum ofTHIRTY-FIVE MILLION EIGHT HUNDRED FORTY-TWO THOUSAND AND 00/100 DOLLARS($35,842,000.00), in lawful money of the United States of America with interestthereon to be computed from the date of this Promissory Note at the InterestRate, and to be paid in accordance with the terms of this Promissory Note andthat certain Loan Agreement, dated as of the date hereof, by and betweenBorrower and Lender (the **“Loan Agreement”**).All capitalized terms not defined herein shall have the respective meanings setforth in the Loan Agreement.

 

**ARTICLE1**

 

**PAYMENTTERMS**

 

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 Promissory Note and allaccrued and unpaid interest thereon shall be due and payable on the MaturityDate. This Promissory Note shall be the “Note” as defined in the LoanAgreement.

 

**ARTICLE2**

 

**DEFAULTAND 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.

 

**ARTICLE3**

 

**LOANDOCUMENTS**

 

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**

 

Notwithstanding anything tothe contrary, (a) all agreements and communications between Borrower and Lenderare hereby and shall automatically be limited so that, after taking intoaccount all amounts deemed interest, the interest contracted for, charged orreceived by Lender shall never exceed the maximum lawful rate or amount, (b) incalculating whether any interest exceeds the lawful maximum, all such interestshall be amortized, prorated, allocated and spread over the full amount andterm of all principal indebtedness of Borrower to Lender, and (c) if throughany contingency 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**

 

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.

 

**ARTICLE 6**

 

**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, noticeof intention to accelerate, notice of acceleration, protest and notice ofprotest and non-payment and all other notices of any kind. 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 to or demand on Borrower shall bedeemed to be a waiver of the obligation of Borrower or of the right of Lenderto take further action without further notice or demand as provided for in thisNote, 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

 

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predecessor company shall not thereby bereleased 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, any prohibition or restriction ontransfers of interests in such entity which may be set forth in the LoanAgreement, the Mortgage or any other Loan Document.)

 

**ARTICLE 7**

 

**TRANSFER**

 

Upon the transfer of thisNote, Borrower hereby waiving notice of any such transfer except as provided inthe Loan Agreement, Lender may deliver all the collateral mortgaged, granted,pledged or assigned pursuant to the Loan Documents, or any part thereof, to thetransferee who shall thereupon become vested with all the rights herein orunder applicable law given to Lender with respect thereto, and Lender shallfrom that date forward forever be relieved and fully discharged from anyliability or responsibility in the matter; but Lender shall retain all rightshereby given to it with respect to any liabilities and the collateral not sotransferred.

 

**ARTICLE 8**

 

**EXCULPATION**

 

The provisions of Section 9.4of the Loan Agreement are hereby incorporated by reference into this Note tothe same extent and with the same force as if fully set forth herein.

 

**ARTICLE 9**

 

**GOVERNING LAW**

 

**THIS NOTE SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO****PURSUANT****TO THE LAWS OF THE STATE OFILLINOIS AND SHALL IN ALL RESPECTS BE GOVERNED, APPLIED AND ENFORCED INACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTSOF LAW PRINCIPLES, AND THE APPLICABLE FEDERAL LAWS.  BORROWER HEREBY IRREVOCABLY SUBMITS TO THEJURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE CITY OFCHICAGO AND STATE OF ILLINOIS IN CONNECTION WITH ANY PROCEEDING OUT OF ORRELATING TO THIS****NOTE.**

 

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**ARTICLE 10**

 

**NOTICES**

 

All notices or other writtencommunications hereunder shall be delivered in accordance with Section l0.6 ofthe Loan Agreement.

 

**[Signature Page to Follow]**

 

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IN WITNESS WHEREOF, Borrowerhas duly executed this Note as of the day and year first above written.

 
|   | **BORROWER:**                                 |
|--------|-----------------------------------------------|
|   |                                          |
|   | INLAND WESTERN AVONDALE  MCDOWELL,            |
|   | L.L.C., a Delaware limited  liability company |
|   |                                          |
|   | 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 |

 

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