Exhibit 10.444


 


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


 


PROMISSORY NOTE


 


	
  $11,192,500.00

  	
  New
  York, New York

  
	
   

  	
  December
  29, 2004

  



 


FOR VALUE RECEIVED, INLAND WESTERN
WESLEY CHAPEL NORTHWOODS, L.L.C., a Delaware limited liability
company, having its principal place of business at 2901 Butterfield Road, Oak
Brook, 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 an
address at 2 World Financial Center, Bldg. B, New York, New York 10281 (“Lender”), or at such other place as the holder
hereof may from time to time designate in writing, the principal sum of ELEVEN
MILLION 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 interest
thereon to be computed from the date of this Note at the Interest Rate, and to
be paid in accordance with the terms of this Note and that certain Loan
Agreement, dated as of the date hereof, between Borrower and Lender (the “Loan Agreement”).  All
capitalized terms not defined herein shall have the respective meanings set
forth in the Loan Agreement.


 


ARTICLE 1


 


PAYMENT TERMS


 


Borrower agrees to pay interest on the unpaid principal sum of this
Note from time to time outstanding at the rates and at the times specified in the
Loan Agreement and the outstanding balance of the principal sum of this Note
and all accrued and unpaid interest thereon shall be due and payable on the
Maturity 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 the
option of Lender if any payment required in this Note is not paid on or prior
to the date when due or if not paid on the Maturity Date or on the happening of
any other Event of Default.


 





















 


ARTICLE 3


 


LOAN DOCUMENTS


 


This
Note 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 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. In the event of a
conflict or inconsistency between the terms of this Note and the Loan
Agreement, the terms and provisions of the Loan Agreement shall govern.


 


ARTICLE 4


 


SAVINGS CLAUSE


 


Notwithstanding
anything to the contrary,
(a) all agreements and communications between Borrower and Lender are hereby
and shall automatically be limited so that, after taking into account all
amounts deemed interest, the interest contracted for, charged or received by
Lender shall never exceed the maximum lawful rate or amount, (b) in calculating
whether any interest exceeds the lawful maximum, all such interest shall be
amortized, prorated, allocated and spread over the full amount and term of all
principal indebtedness of Borrower to Lender, and (c) if through any
contingency or event, Lender receives or is deemed to receive interest in
excess of the lawful maximum, any such excess shall be deemed to have been
applied toward payment of the principal of any and all then outstanding
indebtedness of Borrower to Lender, or if there is no such indebtedness, shall
immediately be returned to Borrower.


 


ARTICLE 5


 


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 6


 


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. 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


 


2





















 


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
partnership, the agreements herein contained shall remain in force and
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
limited liability company, the agreements herein contained shall remain in
force and applicable, notwithstanding any changes in the members comprising the
company, and the term “Borrower,” as used herein, shall include any alternate
or successor company, but any predecessor company
shall not thereby be released from any liability.  If Borrower is a corporation, the agreements
contained herein shall remain in full force and applicable notwithstanding any
changes in the 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 entity which may
be set forth in the Loan Agreement, the Mortgage or any other Loan Document.)


 


ARTICLE 7


 


TRANSFER


 


Upon
the transfer of this Note, Borrower hereby waiving notice of any such transfer
except as provided in the Loan Agreement, 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 from that date forward forever be relieved and fully discharged
from any liability or responsibility in the matter; but Lender shall retain all
rights hereby given to it with respect to any liabilities and the collateral
not so transferred.


 


ARTICLE 8


 


EXCULPATION


 


The
provisions of Section 9.4 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 9


 


GOVERNING LAW


 


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


 


3





















 


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


 


ARTICLE 10


 


NOTICES


 


All notices or other written communications hereunder shall be
delivered in accordance with Section 10.6 of the Loan Agreement.


 


[NO FURTHER TEXT ON THIS PAGE]


 


4





















 


IN
WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year
first 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

  
							



 


5





















 


ACKNOWLEDGMENT


 


	
  STATE OF Illinois

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF DuPage

  	
  )

  



 


I, the undersigned, a Notary Public, in and for  said County
and State, do hereby certify
that VALERIE MEDINA, the ASST. SECRETARY of INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC, personally known to me to be the same person whose name is
subscribed to the foregoing instrument, as having executed the same, appeared
before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her free and voluntary act on behalf of the INLAND
WESTERN RETAIL REAL ESTATE TRUST, INC,  for
the 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

  	
   

  	
   

  



 


6