Exhibit 10.432


 


Allstate Life Insurance Company


Loan No. 122561


 


MORTGAGE NOTE


Chicago, Illinois


December 23, 2004


$11,485,000


 


1.             Payment
of Principal and Interest.     FOR
VALUE RECEIVED,  INLAND WESTERN LONGMONT
FOX CREEK, L.L.C., a Delaware limited liability company (the “Maker”), hereby
promises to pay to the order of ALLSTATE LIFE INSURANCE COMPANY, and any
subsequent holder of this Note (“Holder” or “Holders”) in the manner
hereinafter provided, the principal amount of ELEVEN MILLION FOUR HUNDRED EIGHTY
FIVE THOUSAND DOLLARS ($11,485,000), together with interest on the outstanding
principal balance from the date of the initial disbursement (for purposes of
this Note, “disbursement” means the date funds ate wire transferred from Holder’s
account) of all or a part of the principal of this Note (“Disbursement Date”)
until maturity at the rate of five and 21/100 percent (5.21%) per annum (“Contract
Rate”) as follows:


 


(a)           on
the Disbursement Date, interest only,  in
advance,  accruing from the Disbursement
Date to the last day of December, 2004, both inclusive; and


 


(b)           interest
only, in arrears, in the amount of FORTY NINE THOUSAND EIGHT HUNDRED SIXTY FOUR
AND 04/100 DOLLARS ($49,864.04) on the first day of February, 2005, and on the
first day of each month thereafter until this Note is fully paid (the initial payment
and each subsequent payment under this subparagraph (b) shall each hereinafter
be referred to as “Monthly Payment”); and


 


(c)           on
December 1, 2009, the entire unpaid principal amount and any interest accrued but
remaining unpaid and all other sums due under this Note.


 


Except for the interest payable under
paragraph (a) above, interest shall be payable in arrears and calculated on the
basis of a 360 day year containing twelve 30 day months. All such payments on
account of the indebtedness evidenced by this Note shall be first applied to
interest accrued on the unpaid principal amount and the remainder toward
reduction of the unpaid principal amount.


 


2.             Payment
Information. All payments required to be made hereunder shall be made during
regular business hours to Holder at its office c/o Commercial Mortgage
Division, Allstate Plaza South, Suite G5C, 3075 Sanders Road, Northbrook,
Illinois 60062, Attention: Servicing Manager, with sufficient information to
identify the source and application of such payment to Holder’s Loan #122561,
or at such other place as Holder may from time to time designate in writing.   All payments shall be made in currency of
the United States of America without presentment or surrender of this
Note.   Payments to Holder shall be made
by transferring immediately available federal funds by bank wire or interbank
transfer for the account of Holder. Any payment of principal or interest
received after 1:00 p.m. Chicago time shall be deemed to have been received by
Holder on the next business day and shall bear interest accordingly.  If and so long as Holder directs Maker to
make payments to a servicing agent, then payments may


 


 





















 


be
made by check. Payments made by check will not be deemed made until good funds
for such check are received by Holder or the servicing agent.


 


3.             Security
For Note. The payment of this Note and all other sums due Holder is secured
by (a) (i) a Deed of Trust, Assignment of Leases, Rents and Contracts, Security
Agreement and Fixture Filing (“Deed of Trust”) of even date herewith, granted
by Maker, as trustor, to the Public Trustee of Boulder County, Colorado (“Trustee”),
as trustee, in favor of Holder, as beneficiary, covering a leasehold estate in
certain real property, the improvements thereon and certain personal property
situated in the County of Boulder, State of Colordao and described in the Deed
of Trust (“Property”), and, with respect to any loan made by Holder to Inland
Western Winter Springs Red Bug, L.L.C. a Delaware limited liability company and
an affiliate of Grantor (“Affiliated Borrower”), (ii) a Mortgage, Assignment of
Leases, Rents and Contracts, Security Agreement and Fixture Filing (the “Other
Mortgage”) granted by Affiliated Borrower, as mortgagee, covering certain real
property owned by Affiliated Borrower, the improvements thereon and said
grantor’s interest, if any, in certain personal property situated in the County
of Seminole, State of Florida and described in the Other Mortgage (the “Other Property”),
and (b) those certain instruments of indebtedness and security described as “Related
Agreements” in the Deed of Trust and/or the Other Mortgage.   Except as otherwise defined herein, all of
the defined terms contained in the Deed of Trust and the Related Agreements arc
hereby incorporated herein by express reference.


 


4.             Late
Charges. If any Monthly Payment required under this Note not be paid in full
on or before the fifth (5th) day of the month in which such payment
is due, Maker acknowledges that the Holder will incur extra expenses for the
handling of the delinquent payment and servicing the indebtedness evidenced
hereby, and that the exact amount of these extra expenses is extremely
difficult and impractical to ascertain, but that a charge of five percent (5%)
of the amount of the delinquent payment (“Late Charge”) would be a fair
approximation of the expense so incurred by Holder.  If applicable law requires a lesser charge,
however, then the maximum charge permitted by such law may be charged by Holder
for said purpose. Therefore, Maker shall, in such event, without further
notice, and without prejudice to the right of Holder to collect any other
amounts provided to be paid hereunder or under the Deed of Trust, the Related Agreements
or any other instrument executed for purposes of further securing payment of
the obligations evidenced by this Note, or to declare an Event of Default, as
defined below, pay to Holder immediately upon demand the Late Charge to
compensate Holder for expenses incurred in handling delinquent payments.


 


5.             Interest Payable Upon Default.
If there occurs an Event of Default under this Note or the Deed of Trust or
under any Related Agreement, then the unpaid principal amount of this Note, and
all accrued and unpaid interest thereon shall bear interest at the Contract
Rate plus five percent (5%) per annum compounded monthly (“Default Rate”) from
the date of expiration of any applicable cure or grace period until such time,
if any, as the Event of Default is cured and the Deed of Trust and this Note
are reinstated as permitted by applicable law, or otherwise until such time as
the unpaid principal amount of this Note and all other indebtedness evidenced
by this Note are fully repaid, whichever is earlier.


 


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6.             Events of Default. An “Event
of Default” shall exist under this Note:


 


(a)           in the event Maker shall fail to make
any payment due under this Note, other than the final payment and Prepayment
Premium, on or before the fifth (5th) day of the month in which such
payment is due;


 


(b)           in the event Maker shall fail to make
the final payment or the Prepayment Premium when such payment is due; or


 


(c)           if there shall exist an Event of
Default under the Deed of Trust, the Other Mortgage or in any of the Related
Agreements.


 


7.             Additional Payments. The
additional payments called for under Paragraphs 4 and 5 shall be in addition to, and shall in no
way limit, any other rights and remedies provided for in this Note, the Deed of
Trust, the Other Mortgage, any Related Agreements, or otherwise provided by
law.


 


8.             Payment of Taxes and Expenses.   Maker further promises to pay to Holder, immediately
upon written notice from Holder: (i) all recordation, transfer, stamp,
documentary or other fees or taxes levied on Holder (exclusive of Holder’s
income taxes) by reason of the making or recording of this Note, the Deed of
Trust or any of the Related Agreements, and (ii) all intangible property taxes
levied upon any Holder of this Note or mortgagee under the Deed of Trust or
secured party under the Related Agreements.


 


Maker
further promises to pay to Holder, immediately upon written notice from Holder,
all actual costs, expenses, disbursements, escrow fees, title charges and
reasonable legal fees and expenses actually incurred by Holder and its counsel
in (i) the collection, attempted collection, or negotiation and documentation
of any settlement or workout of the principal amount of this Note, the interest
thereon or any installment or other payment due hereunder, and (ii) any suit or
proceeding whatsoever at all trial and appellate levels in regard to this Note
or to protect, sustain or enforce the lien of any instrument securing this
Note, including, without limitation, in any bankruptcy proceeding or judicial
or nonjudicial foreclosure proceeding. It is the intent of the parties that
Maker pay all expenses and reasonable attorneys’ and paralegals’ fees incurred
by Holder as a result of or in connection with (A) matters described in clauses
(i) and (ii) above, (B) the negotiation and closing of the loan transaction
evidenced by this Note and any supplements or amendments thereto, (C) the
protection of property given as security for the indebtedness evidenced hereby,
and (D) responding to requests from Maker that Holder take certain actions, and
as may otherwise be reasonably incurred by Holder as a result of or in
connection with entering into the loan transaction evidenced by this Note.


 


9.             Prepayment. Maker is
prohibited from prepaying this Note until July 1, 2005 (the “No-Prepayment
Period”).   Subsequent to the
No-Prepayment Period, at any time with thirty (30) days prior written notice to
Holder, specifying the date of prepayment, Maker will have the privilege of
prepaying the outstanding principal amount together with any accrued but unpaid
interest, any other sums secured by the Deed of Trust and the Related
Agreements, and a prepayment premium (“Prepayment Premium”) equal to the
greater of:


 


(a)                               one percent of the principal amount prepaid,
or


 


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(b)                             the yield maintenance payment calculated as
follows:


 


If
the Prevailing Interest Rate is less than the Contract Rate, the yield
maintenance payment shall be the remainder of (x) minus (y) where “(x)” is the
present value of all unpaid installments of principal and interest due under
this Note from the date of prepayment to and including the original maturity
date of this Note, discounted at the Prevailing Interest Rate, plus 0.50
percent (50 basis points), and “(y)” is the outstanding principal balance of
this Note as of the prepayment date. The term “Prevailing Interest Rate” as
used herein shall mean the yield to maturity on a United States Treasury Bond
or Treasury Note selected by Holder having a maturity date as near as possible
to the original maturity date of this Note and an “ask” price, as close as
possible to par (as published two weeks prior to the specified date of
prepayment in The Wall Street Journal or
similar publication or available from the Federal Reserve Bank of New York),
less the Basis Point Adjustment as computed in accordance with Exhibit A
attached hereto to convert the monthly payments to a semi-annual equivalent.


 


No
Prepayment Premium shall be due on the principal balance prepaid within the
thirty (30) day period prior to the Maturity Date of this Note.


 


Written
notice of Maker’s election to make a prepayment in full of this Note shall be
given in the manner provided for notices under the Deed of Trust. Partial prepayment
of the outstanding principal amount of this Note shall not be permitted except
in accordance with the terms of the Deed of Trust. In the event of such a
permitted partial prepayment, the Prepayment Premium calculated in this
Paragraph 9 shall be prorated based on the amount of the partial prepayment
relative to the then current outstanding principal balance of this Note.


 


Maker
acknowledges that Holder:


 


(a)           has advanced the amounts evidenced by
this Note with the expectation that such amounts would be outstanding for a
period at least equal to the No-Prepayment Period;


 


(b)           would not have been willing to
advance such amounts on these terms for a shorter period of time;


 


(c)           in making the loan evidenced by this
Note, is relying on Maker’s creditworthiness and its agreement to pay in strict
accordance with the terms set forth in the Note; and


 


(d)           would not make the loan evidenced by
this Note without full and complete assurance by Maker of its agreement not to
prepay all or a part of the principal of this Note except as expressly
permitted herein and in the Deed of Trust.


 


Maker
has been advised and acknowledges that Holder is relying on the receipt of
payments under this Note to, among other things, match and support its
obligations under contracts entered into by Holder with third parties and that
in the event of a prepayment, Holder could suffer loss and additional expenses
which are extremely difficult and impractical to ascertain. Accordingly, it is
the express intent of Maker and Holder that: (a) Maker shall have no right to
prepay this Note during the No-Prepayment Period; (b) any prepayment of this
Note


 


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during the No-Prepayment
Period shall only occur in the event Holder accelerates payment under this Note
or as otherwise set forth in the Deed of Trust; (c) any prepayment described in
foregoing clause (b) shall (unless otherwise expressly permitted in the Deed of
Trust) require the payment of the Prepayment Premium; and (d) to the extent
permitted by applicable law, Maker has waived, and hereby waives, any right to
prepay this Note except as expressly provided in the Deed of Trust or this Note
during the No-Prepayment Period. In the event, notwithstanding the foregoing
express intent of Maker and Holder and the express waiver by Maker of any right
to prepay this Note during the No-Prepayment Period, that the applicable law of
the jurisdiction in which the Property is located permits the Maker to prepay
this Note during the No-Prepayment Period, then the applicable Prepayment
Premium described in clause (c) in the third sentence of this grammatical
paragraph shall be paid to Holder as a condition to any such prepayment.


 


Maker
expressly acknowledges that, pursuant to the provisions of this Note and except
as otherwise provided in this Note or the Deed of Trust, Maker has no right to
prepay this Note in whole or in part during the No-Prepayment Period. In the
event any prepayment is required or expressly permitted, Maker shall be liable
for the payment of the Prepayment Premium unless expressly stated otherwise in
this Note or in the Deed of Trust. Furthermore, Maker waives any rights it may
have under any applicable state laws as they relate to any prepayment
restrictions contained in this Paragraph 9 or otherwise contained in this Note
and expressly acknowledges that Holder has made the loan evidenced by this Note
in reliance upon such agreement and waiver of Maker and that Holder would not
have made the loan evidenced by this Note without such agreement and waiver of
Maker. Maker acknowledges that specific weight has been given to the
consideration given for such agreement, which consideration is the granting of
the loan.


 


10.           Evasion of Prepayment Premium.   Maker acknowledges that in the event of an acceleration
of payment of this Note following an Event of Default by Maker, a tender of payment
of an amount necessary to satisfy the indebtedness evidenced hereby, but not
including the Prepayment Premium, made at any time prior to a foreclosure,
trustee’s or power of sale by Maker, its successors or assigns or by anyone on
behalf of Maker, or by a buyer upon foreclosure, trustee’s or power of sale,
shall constitute a prepayment hereunder and shall be presumed to be and
conclusively deemed to constitute a deliberate evasion of the prepayment
provisions hereof and shall therefore be subject to the Prepayment Premium in
accordance with this Note with the date of prepayment being deemed the date of
occurrence of the foreclosure sale or the tender of payment of the amount
necessary to pay the entire indebtedness evidenced hereby in full, including
the Prepayment Premium.


 


11.           Maker’s Covenants. Maker
agrees that:


 


(a)           this instrument and the rights and
obligations of all parties hereunder shall be governed by and construed under
the laws of the state or commonwealth in which the Property is located;


 


(b)           the obligation evidenced by this Note
is an exempted transaction under the Truth-in-Lending Act, 15 U.S.C §1601, et seq. (1982);


 


(c)           said obligation constitutes a
business loan for the purpose of the application of any laws that distinguish
between consumer loans and business loans and that have as their


 


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purpose
the protection of consumers in the state or commonwealth in which the Property
is located;


 


(d)           at the option of the Holder, the
United States District Court for the district in which the Property is located
and any court of competent jurisdiction of the state or commonwealth in which
the Property is located shall have jurisdiction in any action, suit or other proceeding
arising out of or relating to any act taken or omitted hereunder or the
enforcement of this Note, the Deed of Trust and the Related Agreements and
Maker shall not assert in any such action, suit or other proceeding that it is
not personally subject to the jurisdiction of such courts, that the action,
suit or other proceeding is brought in an inconvenient forum or that the venue
of the action, suit or other proceeding is improper;


 


(e)           it hereby waives any objections to
venue; and


 


(f)            it hereby waives its right to a
trial by jury.


 


12.           Severability.   The parties hereto intend and believe that
each provision of this Note comports with all applicable local, state and
federal laws and judicial decisions. However, if any provision or any portion
of any provision contained in this Note is held by a court of law to be
invalid, illegal, unlawful, void or unenforceable as written in any respect,
then it is the intent of all parties hereto that such portion or provision
shall be given force to the fullest possible extent that it is legal, valid and
enforceable, that the remainder of the Note shall be construed as if such
illegal, invalid, unlawful, void or unenforceable portion or provision was not contained
therein, and the rights, obligations and interests of Maker and Holder under
the remainder of this Note shall continue in full force and effect.


 


13.           Usury Laws.  It is the intention of Maker and Holder to
conform strictly to the usury laws now or hereafter in force in the state or
commonwealth in which the Property is located, and any interest payable under
this Note, the Deed of Trust, or any Related Agreement shall be subject to
reduction to an amount not to exceed the maximum non-usurious amount for commercial
loans allowed under the usury laws of the state or commonwealth in which the Property
is located as now or hereafter construed by the courts having jurisdiction over
such matters.   In the event such
interest (whether designated as interest, service charges, points, or otherwise)
does exceed the maximum legal rate, it shall be:


 


(a)           cancelled automatically to the extent
that such interest exceeds the maximum legal rate;


 


(b)           if already paid, at the option of the
Holder, either be rebated to Maker or credited on the principal amount of the
Note; and


 


(c)           if the Note has been prepaid in full,
then such excess shall be rebated to Maker.


 


14.           Acceleration.  Upon an Event of Default, Holder shall have
the right, without further demand or notice, to declare the entire principal
amount of this Note and/or any Future Advance (as defined in the Deed of Trust)
then outstanding, all accrued and unpaid interest thereon and all other further
sums payable under this Note, which shall include the Prepayment Premium
(calculated as provided in Paragraph 9 above), the Deed of Trust, the Other
Mortgage


 


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or
any note evidencing any Future Advance, to be immediately due and payable and,
notwithstanding the stated maturity in this Note or any note evidencing any
Future Advance, all such sums declared due and payable shall thereupon become
immediately due and payable. During the existence of such Event of Default,
Holder may apply payments received on any amounts due under the Note, the Deed
of Trust, the Other Mortgage, any Related Agreement or any note evidencing any
Future Advance as Holder may determine in its sole discretion.


 


15.           Waivers by Maker.  As to this Note, the Deed of Trust, the
Related Agreements and any other instruments securing the indebtedness, Maker
and all guarantors, sureties and endorsers, severally waive all applicable
exemption rights, whether under any state constitution, homestead laws or
otherwise, and also severally waive diligence, valuation and appraisement, presentment
for payment, protest and demand, notice of protest, demand and dishonor and diligence
in collection and nonpayment of this Note and all other notices in connection
with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note (except notice of default specifically provided for in the
Deed of Trust and the Related Agreements). To the extent permitted by law,
Maker further waives all benefit that might accrue to Maker by virtue of any
present or future laws exempting the Property, or any other property, real or personal,
or the proceeds arising from any sale of any such property, from attachment,
levy, or sale under execution, or providing for any stay of execution to be
issued on any judgment recovered on this Note or in any action to foreclose the
Deed of Trust, injunction against sale pursuant to power of sale, exemption
from civil process or extension of time for payment.  Maker agrees that any real estate or any
personalty that may be levied upon pursuant to a judgment obtained by virtue of
this Note, or any writ of execution issued thereon, may be sold upon any such
writ in whole or in part in any order desired by Holder.


 


16.           Maker Not Released. No delay
or omission of Holder to exercise any of its rights and remedies under this
Note, the Deed of Trust or any Related Agreements at any time following the
happening of an Event of Default shall constitute a waiver of the right of
Holder to exercise such rights and remedies at a later time by reason of such
Event of Default or by reason of any subsequently occurring Event of Default.
The acceptance by Holder of payment of any sum payable hereunder after the due
date of such payment shall not be a waiver of Holder’s right to either require
prompt payment when due of all other sums payable hereunder or to declare a default
for failure to make prompt payment.  
This Note, or any payment hereunder, may be extended from time to time
by agreement in writing between Maker and Holder without in any other way
affecting the liability and obligations of Maker and endorsers, if any.


 


17.           Nonrecourse. Except as
otherwise set forth in this Paragraph, Holder’s recourse under this Note, the
Deed of Trust, the Other Mortgage and the Related Agreements shall be limited
to and satisfied from the Property, the Other Property and the proceeds
thereof, the rents and all other income arising therefrom during and after the
month in which an Event of Default has occurred, the other assets of Maker or
the owner arising out of the Property and the Other Property which are given as
collateral for this Note and any other collateral given in writing to Holder as
security for repayment of this Note (all of the foregoing are collectively
referred to as the “Loan Collateral”). Notwithstanding the preceding sentence:


 


(a)        Holder may, in
accordance with the terms of this Note, the Deed of Trust, the Other Mortgage
or any Related Agreement: (i) foreclose the lien of the Deed of Trust or the


 


7





















 


Other Mortgage; (ii) take
appropriate action to enforce this Note, the Deed of Trust, the Other Mortgage
and the Related Agreements to realize upon and/or protect the Loan Collateral;
(iii) name Maker as a party defendant in any action brought under this Note,
the Deed of Trust, the Other Mortgage or the Related Agreements so long as the
exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of
its rights and remedies against any guarantor or surety or master tenant
whether or not a partner, member or other owner of Maker; and (v) pursue all of
its rights and remedies against Maker and the indemnitors under that certain
Environmental Indemnity Agreement of even date herewith and that certain
Terrorism Insurance Indemnity Agreement of even date herewith;


 


(b)          Holder may seek
damages or other monetary relief, to the extent of actual monetary loss, or any
other remedy at law or in equity against Maker, and the indemnitors/guarantors,
if any, under any nonrecourse exception indemnity agreements (“Nonrecourse
Indemnitors”) by reason of or in connection with: (i) the failure of Maker to
pay to Holder, upon demand, all rents, issues and profits of the Property to
which Holder is entitled pursuant to this Note, the Deed of Trust or the Related
Agreements following an Event of Default; (ii) any waste of the Property or any
willful act or omission by Maker which damages or materially reduces the value
of the Property; (iii) the distribution of rents, issues and profits from the
Property prior to the payment of operating expenses or the provision for
reserves, if any, to be made pursuant to this Note, the Deed of Trust or the
Related Agreement prior to any other expenditure or distribution by Maker; (iv)
the failure to account for and to turn over security deposits (and interest
required by law or agreement to be paid thereon) or prepaid rents following the
occurrence of an Event of Default under this Note, the Deed of Trust or any
Related Agreements; (v) the failure to timely pay all real estate taxes or any
regular or special assessments affecting the Property; (vi) the failure to
account for and to turn over real estate tax accruals following the occurrence
of an Event of Default under this Note, the Deed of Trust or any Related
Agreements; (vii) the failure to maintain casualty and liability insurance as
required under the Deed of Trust or the Related Agreements or to apply
insurance proceeds or condemnation awards relating to the Property or other
collateral in the manner required under applicable provisions of this Note, the
Deed of Trust or any Related Agreements; (viii) any modification, termination
or cancellation of any lease of all or any portion of the Property without
Holder’s prior written consent, if and to the extent such consent is required
under the Deed of Trust or the Related Agreements and if and to the extent such
modification, termination or cancellation has a material adverse affect on the
value of the Property; (ix) a default by Maker under any lease of all or any
portion of the Property; (x) all transfer, recordation or other taxes imposed
at any time by the State of Colorado, Boulder County, Colorado or other
governmental authority with jurisdiction over the Property relating to this
Note, the Deed of Trust or any Related Agreement; or (xi) costs and expenses,
including, without limitation, attorney’s fees and transfer taxes, incurred by
Holder in connection with the enforcement of this Note, the Deed of Trust or
the Related Agreements or in connection with a deed-in-lieu of foreclosure if
the Event of Default giving rise to the enforcement action is one described in
subsections (b) or (c) as an exception to the nonrecourse provisions, or if the
Maker or any principal of Maker objects to any actions taken by Holder to
exercise its remedies under the Loan Documents; Maker or principal of Maker
commences any lawsuit to enjoin or delay a foreclosure of the Property by
Holder, or raises defenses or counterclaims to a foreclosure action; Maker
applies for the appointment, of a receiver, trustee or liquidator for it or for
any of its property, or, as a debtor, files a voluntary petition in bankruptcy,
or petition or answer seeking reorganization or an arrangement with


 


8





















 


creditors
or takes advantage of any bankruptcy, reorganization, insolvency, readjustment
of debt, dissolution or liquidation law or statute, or makes a general
assignment for the benefit of creditors; or in the event any bankruptcy or
reorganization proceedings (voluntary or involuntary), the Maker or any
principal of Maker opposes any motion by Holder for relief from the Automatic
Stay; and


 


(c)            Maker, any general partners of Maker
and the Nonrecourse Indemnitor(s), if any, shall become personally liable for
payment of all the indebtedness evidenced by this Note and performance of all
other obligations of Maker under this Note, the Deed of Trust and Related
Agreements upon the occurrence of any of the following: (i) fraud or willful
misrepresentation of a material fact by Maker, any general partners of Maker,
or Nonrecourse Indemnitor(s), if any, in connection with this Note, the Deed of
Trust, the Related Agreements or any request for any action or consent by
Holder; (ii) a Transfer of any interest in Maker or all or any portion of the
Property or any interest therein in violation of the terms of this Note, the
Deed of Trust or the Related Agreements; or (iii) the incurrence by Maker of
any indebtedness in violation of the terms of this Note, the Deed of Trust or
Related Agreements (whether secured or unsecured, direct or contingent), other
than unsecured debt or routine trade payables incurred in the ordinary course
of business in connection with the operation of the Property.


 


In
addition, Maker, any general partners of Maker and the Nonrecourse Indemnitors,
if any, shall be responsible for any costs and expenses incurred by Holder in
connection with the collection of any amounts for which Maker, its general
partners, if any, and the Nonrecourse Indemnitors, if any, are personally
liable under this Paragraph 17, including attorneys’ fees and expenses, court
costs, filing fees and all other costs and expenses incurred in connection
therewith.


 


18.           Successors and Assigns. The
provisions of this Note shall be binding upon Maker and its legal
representatives, successors and assigns and shall inure to the benefit of any
Holder and its successors and assigns.  
In the event Maker is composed of more than one party, obligations
arising from this Note are and shall be joint and several as to each such
party.


 


19.           Remedies Cumulative. The
remedies of Holder as provided in this Note or in the Deed of Trust, the Other
Mortgage or the Related Agreements, and the warranties contained herein or
therein shall be cumulative and concurrent, may be pursued singly, successively
or together at the sole discretion of Holder, may be exercised as often as
occasion for their exercise shall occur and in no event shall the failure to
exercise any such right or remedy be construed as a waiver or release of such
right or remedy.   No remedy under this
Note, conferred upon or reserved to Holder is intended to be exclusive of any
other remedy provided in this Note, the Deed of Trust, the Other Mortgage or
any of the Related Agreements or provided by law, but each shall be cumulative
and shall be in addition to every other remedy given under the Deed of Trust,
the Other Mortgage or any of the Related Agreements or hereunder or now or
hereafter existing at law or in equity or by statute.


 


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20.           Notices.    All notices, written confirmation of wire
transfers and all other communications with respect to this Note shall be
directed as follows:


 


If
to Holder:


 


c/o
Allstate Investments, LLC


Allstate
Plaza South, Suite G5C


3075
Sanders Road


Northbrook,
Illinois 60062


Attention:       Commercial
Mortgage Division


                       Servicing
Manager


 


With
a copy to:


 


c/o
Allstate Investments, LLC


Allstate
Plaza South, Suite G5A


3075
Sanders Road


Northbrook,
Illinois 60062


Attention:       Investment
Law Division


 


If
to Maker:


 


Inland
Western Longmont Fox Creek, L.L.C.


2901
Butterfield Road


Oakbrook,
Illinois 60523


Attention:
Roberta Matlin


 


With
a copy to:


 


The
Inland Real Estate Group, Inc.


2901
Butterfield Road


Oakbrook,
Illinois 60523


Attention:
General Counsel


 


or
at such other place as Holder or Maker may from time to time designate in
writing. All notices shall be in writing and shall be (a) hand-delivered, (b)
sent by United States express mail or by private overnight courier, or (c)
served by certified mail postage prepaid, return receipt requested, to the
appropriate address set forth above. Notices served as provided in (a) and (b)
shall be deemed to be effective upon delivery. Any notice served by certified
mail shall be deposited in the United States mail with postage thereon fully
prepaid and shall be deemed effective on the day of actual delivery as shown by
the addressee’s return receipt or the expiration of three business days after
the date of mailing, whichever is earlier in time.


 


21.           No Oral Modification. This
Note may not be modified or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, modification
or discharge is sought.


 


10





















 


22.           Time. Time is of the essence
with regard to the performance of the obligations of Maker in this Note and
each and every term, covenant and condition herein by or applicable to Maker.


 


23.           Captions.   The captions and headings of the paragraphs
of this Note are for convenience only and are not to be used to interpret,
define or limit the provisions hereof.


 


24.           Replacement Note. Upon receipt
of evidence reasonably satisfactory to Maker of the loss, theft, destruction or
mutilation of this Note, and in the case of any such loss, theft or destruction,
upon delivery of an indemnity agreement reasonably satisfactory to Maker or, in
the case of any such mutilation, upon surrender and cancellation of this Note,
Maker will execute and deliver to Holder in lieu thereof, a replacement note
dated as of the date of this Note, identical in form and substance to this Note
and upon such execution and delivery all references in the Deed of Trust to
this Note shall be deemed to refer to such replacement note.


 


25.           Transfer of Note.  Holder may, at any time, sell, transfer or
assign this Note, the Deed of Trust and the Related Agreements, and any or all
servicing rights with respect to this Note, or grant participations in this
Note or issue mortgage pass-through certificates or other securities evidencing
a beneficial interest in this Note. Holder may forward to any prospective purchaser
or any rating agency rating securities all documents and information Holder now
has or may acquire, as Holder determines necessary or desirable, including,
without limitation, financial information regarding Maker, its general
partners, shareholders, members or other principals.


 


*           *           *           *           *


 


[Signature Page Follows]


 


11





















 


IN
WITNESS WHEREOF, Maker has caused this Mortgage Note to be duly executed on the
date first above written.


 


	
   

  	
  MAKER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INLAND WESTERN LONGMONT
  FOX CREEK, L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND WESTERN RETAIL REAL
  ESTATE

  TRUST, INC., a Maryland corporation,

  Its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Asst. Secretary

  	
   

  
						



 


12





















 


EXHIBIT A


 


BASIS POINT ADJUSTMENT
TABLE


 


	
  U.S. Treasury

  Bond or Note

  Yield

  	
   

  	
  Basis Point

  Adjustment

  	
   

  	
  U.S. Treasury

  Bond or Note

  Yield

  	
   

  	
  Basis Point

  Adjustment

  	
   

  
	
  0.00-1.55

  	
   

  	
  .00

  	
   

  	
  14.07-14.24

  	
   

  	
  .40

  	
   

  
	
  1.56-2.69

  	
   

  	
  .01

  	
   

  	
  14.25-14.41

  	
   

  	
  .41

  	
   

  
	
  2.70-3.48

  	
   

  	
  .02

  	
   

  	
  14.42-14.59

  	
   

  	
  .42

  	
   

  
	
  3.49-4.12

  	
   

  	
  .03

  	
   

  	
  14.60-14.77

  	
   

  	
  .43

  	
   

  
	
  4.13-4.68

  	
   

  	
  .04

  	
   

  	
  14.78-14.94

  	
   

  	
  .44

  	
   

  
	
  4.69-5.17

  	
   

  	
  .05

  	
   

  	
  14.95-15.11

  	
   

  	
  .45

  	
   

  
	
  5.18-5.63

  	
   

  	
  .06

  	
   

  	
  15.12-15.28

  	
   

  	
  .46

  	
   

  
	
  5.64-6.05

  	
   

  	
  .07

  	
   

  	
  15.29-15.44

  	
   

  	
  .47

  	
   

  
	
  6.06-6.44

  	
   

  	
  .08

  	
   

  	
  15.45-15.61

  	
   

  	
  .48

  	
   

  
	
  6.45-6.82

  	
   

  	
  .09

  	
   

  	
  15.62-15.77

  	
   

  	
  .49

  	
   

  
	
  6.83-7.17

  	
   

  	
  .10

  	
   

  	
  15.78-15.94

  	
   

  	
  .50

  	
   

  
	
  7.18-7.51

  	
   

  	
  .11

  	
   

  	
  15.95-16.10

  	
   

  	
  .51

  	
   

  
	
  7.52-7.83

  	
   

  	
  .12

  	
   

  	
  16.11-16.26

  	
   

  	
  .52

  	
   

  
	
  7.84-8.14

  	
   

  	
  .13

  	
   

  	
  16.27-16.41

  	
   

  	
  .53

  	
   

  
	
  8.15-8.44

  	
   

  	
  .14

  	
   

  	
  16.42-16.57

  	
   

  	
  .54

  	
   

  
	
  8.45-8.73

  	
   

  	
  .15

  	
   

  	
  16.58-16.73

  	
   

  	
  .55

  	
   

  
	
  8.74-9.02

  	
   

  	
  .16

  	
   

  	
  16.74-16.88

  	
   

  	
  .56

  	
   

  
	
  9.03-9.29

  	
   

  	
  .17

  	
   

  	
  16.89-17.03

  	
   

  	
  .57

  	
   

  
	
  9.30-9.55

  	
   

  	
  .18

  	
   

  	
  17.04-17.18

  	
   

  	
  .58

  	
   

  
	
  9.56-9.81

  	
   

  	
  .19

  	
   

  	
  17.19-17.33

  	
   

  	
  .59

  	
   

  
	
  9.82-10.07

  	
   

  	
  .20

  	
   

  	
  17.34-17.48

  	
   

  	
  .60

  	
   

  
	
  10.08-10.31

  	
   

  	
  .21

  	
   

  	
  17.49-17.63

  	
   

  	
  .61

  	
   

  
	
  10.32-10.55

  	
   

  	
  .22

  	
   

  	
  17.64-17.78

  	
   

  	
  .62

  	
   

  
	
  10.56-10.79

  	
   

  	
  .23

  	
   

  	
  17.79-17.92

  	
   

  	
  .63

  	
   

  
	
  10.80-11.02

  	
   

  	
  .24

  	
   

  	
  17.93-18.07

  	
   

  	
  .64

  	
   

  
	
  11.03-11.25

  	
   

  	
  .25

  	
   

  	
  18.08-18.21

  	
   

  	
  .65

  	
   

  
	
  11.26-11.47

  	
   

  	
  .26

  	
   

  	
  18.22-18.35

  	
   

  	
  .66

  	
   

  
	
  11.48-11.69

  	
   

  	
  .27

  	
   

  	
  18.36-18.49

  	
   

  	
  .67

  	
   

  
	
  11.70-11.90

  	
   

  	
  .28

  	
   

  	
  18.50-18.63

  	
   

  	
  .68

  	
   

  
	
  11.91-12.11

  	
   

  	
  .29

  	
   

  	
  18.64-18.77

  	
   

  	
  .69

  	
   

  
	
  12.12-12.32

  	
   

  	
  .30

  	
   

  	
  18.78-18.91

  	
   

  	
  .70

  	
   

  
	
  12.33-12.52

  	
   

  	
  .31

  	
   

  	
  18.92-19.05

  	
   

  	
  .71

  	
   

  
	
  12.53-12.72

  	
   

  	
  .32

  	
   

  	
  19.06-19.18

  	
   

  	
  .72

  	
   

  
	
  12.73-12.92

  	
   

  	
  .33

  	
   

  	
  19.19-19.32

  	
   

  	
  .73

  	
   

  
	
  12.93-13.12

  	
   

  	
  .34

  	
   

  	
  19.33-19.45

  	
   

  	
  .74

  	
   

  
	
  13.13-13.31

  	
   

  	
  .35

  	
   

  	
  19.46-19.59

  	
   

  	
  .75

  	
   

  
	
  13.32-13.50

  	
   

  	
  .36

  	
   

  	
  19.60-19.72

  	
   

  	
  .76

  	
   

  
	
  13.51-13.69

  	
   

  	
  .37

  	
   

  	
  19.73-19.85

  	
   

  	
  .77

  	
   

  
	
  13.70-13.87

  	
   

  	
  .38

  	
   

  	
  19.86-19.99

  	
   

  	
  .78

  	
   

  
	
  13.88-14.06

  	
   

  	
  .39

  	
   

  	
  20.00-20.12

  	
   

  	
  .79