Exhibit
10.503


 


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

  	
   

  	
   

  



 


PROMISSORY
NOTE


 


FOR VALUE RECEIVED Borrower, having its principal
place of business at 2901 Butterfield Road, Oak Brook, IL 60523, hereby
unconditionally promises to pay to the order of BANK OF AMERICA, N.A., a
national banking association, having an address at 214 North Tryon Street,
Charlotte, North Carolina 28255 (“Lender”), the
Original Principal Amount, in lawful money of the United States of America with
interest thereon to be computed from the date of this Note at the Note Rate (as
defined 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 used
in this Note which are defined in the Loan Terms Table shall have the meaning
set forth therein. All capitalized terms not defined herein shall have the
respective meanings set forth in that certain Loan Agreement dated the date
hereof between Lender and Borrower (the “Loan
Agreement”).


 


Article 1
– PAYMENT TERMS; MANNER OF PAYMENT


 


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


 


(b)                                 Each payment by
Borrower 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 not
a Business Day, such payment shall be made on the first Business Day preceding
such scheduled


 





















 


due date. All
payments made by Borrower hereunder or under the other Loan Documents shall be
made irrespective of, and without any deduction for, any setoff, defense or
counterclaims.


 


(c)                                  Provided
no Event of Default has occurred, (i) each Monthly Payment Amount made as
scheduled on this Note shall be applied first to the payment of interest
computed at the Initial Note Rate, and the balance toward the reduction of the
principal amount of this Note, and (ii) each payment of Excess Cash made as
required on this Note shall be applied first to the reduction of the principal
amount of this Note until paid in full, and the balance to Accrued Interest
until paid in full. All voluntary and involuntary prepayments on this Note
shall be applied, to the extent thereof, to accrued but unpaid interest on the
amount prepaid, to the remaining Principal Amount, and any other sums due and
unpaid to the Lender in connection with the Loan, in such manner and order as
Lender may elect in its sole and absolute discretion, including, but not
limited to, application to principal installments in inverse order of maturity.
Following the occurrence of an Event of Default, any payment made on this Note
shall 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 to
Lender in connection with the Loan, in such manner and order as Lender may
elect in its sole and absolute discretion.


 


(d)                                 Remittances
in payment of any part of the indebtedness other than in the required amount in
immediately available U.S. funds shall not, regardless of any receipt or credit
issued therefor, constitute payment until the required amount is actually
received by the holder hereof in immediately available U.S. funds and shall be
made and accepted subject to the condition that any check or draft may be
handled for collection in accordance with the practices of the collecting bank
or banks.


 


Article 2 - INTEREST


 


The Loan shall bear interest at a fixed rate per annum equal to the Note
Rate. The “Note Rate” shall mean (a) from the
date of this Note through but excluding the Optional Prepayment Date, the
Initial Note Rate, and (b) from and after the Optional Prepayment Date through
and 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 the
sum of (x) two percent (2.00%) and (y) the greater of (i) the Initial Note Rate
and (ii) the sum of the Treasury Rate plus five percent (5.00%). The “Treasury Rate” shall mean the yield per annum calculated by
the linear interpolation of yields, as reported in the Federal Reserve
Statistical Release H.15 – Selected Interest Rates under the heading “US
government securities” and the subheading “Treasury constant maturities” for
the week ending prior to the Optional Prepayment Date, of U.S. Treasury
constant maturities with maturity dates (one longer and one shorter) most nearly
approximating the Maturity Date. In the event H.15 is no longer published,
Lender in its reasonable discretion shall select a comparable publication to
determine the Treasury Rate. From and after the Optional Prepayment Date,
interest in excess of the Initial Note Rate shall accrue and be added to the
Debt and shall earn interest at the Revised Note Rate to the extent permitted
by applicable law (“Accrued Interest”).
Interest shall be computed on the basis of a three hundred sixty (360) day year
consisting of twelve (12) months of thirty (30) days each. Except
as otherwise set forth herein or in the other Loan Documents, interest shall be
paid in arrears.


 


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Article 3
- DEFAULT AND ACCELERATION


 


The Debt shall without notice become
immediately due and payable at the option of Lender if any payment required in
this Note is not paid prior to the tenth (10th) day following the
date when due or if not paid on the Maturity Date or on the happening of any
other Event of Default.


 


Article 4 - PAYMENTS AFTER DEFAULT


 


Upon the occurrence and during the
continuance of an Event of Default, interest on the outstanding principal
balance of the Loan and, to the extent permitted by law, overdue interest and
other amounts due in respect of the Loan shall accrue at a rate per annum equal
to the lesser of (a) the maximum rate permitted by applicable law, or (b) four
percent (4%) above the Note Rate (such rate, the “Default Rate”). Interest
at the Default Rate shall be computed from the occurrence of the Event of
Default 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 of
Default. To the extent permitted by applicable law, interest at the Default
Rate shall be added to the Debt, shall itself accrue interest at the same rate
as the Loan and shall be secured by the Security Instrument. This Article shall
not be construed as an agreement or privilege to extend the date of the payment
of the Debt, nor as a waiver of any other right or remedy accruing to Lender by
reason of the occurrence of any Event of Default; the acceptance of any payment
from Borrower shall not be deemed to cure or constitute a waiver of any Event
of Default; and Lender retains its rights under this Note, the Loan Agreement
and the other Loan Documents to accelerate and to continue to demand payment of
the 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 by
this Article 5, no voluntary prepayments, whether in whole or in part, of
the Loan or any other amount at any time due and owing under this Note can be
made by Borrower or any other Person without the express written consent of
Lender.


 


(a)                                  Voluntary
Prepayment.  Borrower shall have no
right to make, and Lender shall have no obligation to accept, any voluntary
prepayment, whether in whole or in part, of the Loan, or any other amount under
this Note or the other Loan Documents, at any time.


 


(b)                                 Involuntary
Prepayment. In the event of any involuntary prepayment of the Loan or any
other amount under this Note, whether in whole or in part, in connection with
or following Lender’s acceleration of this Note or otherwise, and whether the
Security Instrument is satisfied or released by foreclosure (whether by power
of sale or judicial proceeding), deed in lieu of foreclosure or by any other
means, including, without limitation, repayment of the Loan by Borrower or any
other 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 the
prepayment is made on a date other than a Scheduled Payment Date, a sum equal
to the amount of interest which would have accrued


 


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


 


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


 


Article 6 - SECURITY


 


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


 


Article 7 - USURY SAVINGS


 


This Note is subject to the express condition
that at no time shall Borrower be obligated or required to pay interest on the
principal balance of the Loan at a rate which could subject Lender to either
civil or criminal liability as a result of being in excess of the maximum
nonusurious interest rate, if any, that at any time or from time to time may be
contracted for, taken, reserved, charged or received on the indebtedness
evidenced by this Note and as provided for herein or in the other Loan
Documents, under the laws of such state or states whose laws are held by any
court of competent jurisdiction to govern the interest rate provisions of the
Loan (such rate, the “Maximum Legal Rate”).
If, by the terms of this Note or the other Loan Documents, Borrower is at any
time required or obligated to pay interest on the principal balance due
hereunder at a rate in excess of the Maximum Legal Rate, the Note Rate or the
Default Rate, as the case may be, shall be deemed to be immediately reduced to
the Maximum Legal Rate and all previous payments in excess of the Maximum Legal
Rate shall be deemed to have been payments in reduction of principal and not on
account of the interest due hereunder. All sums paid or agreed to be paid to
Lender 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 payment
in full so that the rate or amount of interest on account of the Loan does not
exceed the Maximum Legal Rate of interest from time to time in effect and
applicable to the Loan for so long as the Loan is outstanding.


 


Article 8
- LATE PAYMENT CHARGE


 


If any principal or interest payment is not
paid by Borrower before the tenth (10th) day after the date the same is due (or
such greater period, if any, required by applicable law), Borrower shall pay to
Lender upon demand an amount equal to the lesser of four percent (4%) of such
unpaid sum or the maximum amount permitted by applicable law in order to defray
the expense incurred by Lender in handling and processing such delinquent
payment and to compensate Lender for the loss of the use of such delinquent
payment, provided however, Borrower shall not be required to pay Lender a late
charge 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 Loan
Documents to the extent permitted by applicable law.


 


Article 9
- NO ORAL CHANGE


 


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


 


Article 10
- WAIVERS


 


BORROWER AND ALL OTHERS WHO MAY BECOME LIABLE FOR THE PAYMENT OF ALL OR
ANY PART OF THE DEBT DO HEREBY SEVERALLY WAIVE PRESENTMENT AND DEMAND FOR
PAYMENT, NOTICE OF DISHONOR, NOTICE OF INTENTION TO ACCELERATE, NOTICE OF
ACCELERATION, PROTEST AND NOTICE OF PROTEST AND NON-PAYMENT AND ALL OTHER
NOTICES OF ANY KIND EXCEPT AS PROVIDED IN THE LOAN AGREEMENT. NO RELEASE OF ANY
SECURITY FOR THE DEBT OR EXTENSION OF TIME FOR PAYMENT OF THIS NOTE OR ANY
INSTALLMENT HEREOF, AND NO ALTERATION, AMENDMENT OR WAIVER OF ANY PROVISION OF
THIS NOTE, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS MADE BY AGREEMENT
BETWEEN LENDER OR ANY OTHER PERSON SHALL RELEASE, MODIFY, AMEND, WAIVE, EXTEND,
CHANGE, DISCHARGE, TERMINATE OR AFFECT THE LIABILITY OF BORROWER, AND ANY OTHER
PERSON 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 BE DEEMED TO BE A WAIVER OF THE OBLIGATION OF
BORROWER OR OF THE RIGHT OF LENDER TO TAKE FURTHER ACTION WITHOUT FURTHER
NOTICE OR DEMAND AS PROVIDED FOR IN THIS NOTE, THE LOAN AGREEMENT OR THE OTHER
LOAN DOCUMENTS. IF BORROWER IS A LIMITED LIABILITY COMPANY, THE AGREEMENTS
HEREIN CONTAINED SHALL REMAIN IN FORCE AND BE APPLICABLE, NOTWITHSTANDING ANY
CHANGES IN THE INDIVIDUALS COMPRISING THE LIMITED LIABILITY COMPANY, AND THE TERM
“BORROWER,” AS USED HEREIN, SHALL INCLUDE ANY ALTERNATE OR SUCCESSOR LIMITED
LIABILITY COMPANY, BUT ANY PREDECESSOR LIMITED LIABILITY COMPANY AND ITS
MEMBERS SHALL NOT THEREBY BE RELEASED FROM ANY LIABILITY. IF BORROWER IS A
PARTNERSHIP, THE AGREEMENTS HEREIN CONTAINED SHALL REMAIN IN FORCE AND BE
APPLICABLE, NOTWITHSTANDING ANY CHANGES IN THE INDIVIDUALS COMPRISING THE
PARTNERSHIP, AND THE TERM “BORROWER,” AS USED HEREIN, SHALL INCLUDE ANY
ALTERNATE OR SUCCESSOR PARTNERSHIP, BUT ANY PREDECESSOR PARTNERSHIP AND THEIR
PARTNERS SHALL NOT THEREBY BE RELEASED FROM ANY LIABILITY. IF BORROWER IS A
CORPORATION, THE AGREEMENTS CONTAINED HEREIN SHALL REMAIN IN FULL FORCE AND BE
APPLICABLE NOTWITHSTANDING ANY CHANGES IN THE


 


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SHAREHOLDERS COMPRISING, OR THE OFFICERS AND
DIRECTORS RELATING TO, THE CORPORATION, AND THE TERM “BORROWER” AS USED HEREIN,
SHALL INCLUDE ANY ALTERNATIVE OR SUCCESSOR CORPORATION, BUT ANY PREDECESSOR
CORPORATION SHALL NOT BE 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 IN SUCH
BORROWING ENTITY WHICH MAY BE SET FORTH IN THE LOAN AGREEMENT, THE MORTGAGE OR
ANY OTHER LOAN DOCUMENTS.) IF BORROWER CONSISTS OF MORE THAN ONE PERSON OR
PARTY, THE OBLIGATIONS AND LIABILITIES OF EACH PERSON OR PARTY SHALL BE JOINT
AND SEVERAL.


 


Article 11
- TRIAL BY JURY


 


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


 


Article 12
- TRANSFER


 


Upon the transfer of this Note, Borrower
hereby waiving notice of any such transfer, Lender may deliver all the
collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become
vested with all the rights herein or under applicable law given to Lender with
respect thereto, and Lender shall thereafter forever be relieved and fully
discharged from any liability or responsibility in the matter arising from
events thereafter occurring; but Lender shall retain all rights hereby given to
it with respect to any liabilities and the collateral not so transferred.


 


Article 13
- EXCULPATION


 


The provisions
of Article 15 of the Loan Agreement are hereby incorporated by reference
into this Note to the same extent and with the same force as if fully set forth
herein.


 


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 New
York and any applicable law of the United States of America.


 


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Article 15
- NOTICES


 


All notices or other written communications
hereunder shall be delivered in accordance with Article 16 of the Loan
Agreement.


 


Article 16
- TAX IDENTIFICATION NUMBER


 


This Note provides for the Borrower’s federal
taxpayer identification number to be inserted in the Loan Terms Table on the
first page of this Note if the Borrower has been assigned such identification
number. If such number is not available at the time of execution of this Note
or is not inserted by the Borrower, the Borrower hereby authorizes and directs
the Lender to fill in such number on the first page of this Note when the
Borrower provides to Lender, advises the Lender of, or the Lender otherwise
obtains, such number.


 


Article 17
- ATTORNEYS’ FEES


 


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


 


Article 18
- SEVERABILITY


 


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


 


[NO
FURTHER TEXT ON THIS PAGE]


 


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IN WITNESS WHEREOF, Borrower has duly
executed 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