Exhibit 10.448


 


PROMISSORY
NOTE


 


	
  $35,842,000.00

  	
   

  	
  Chicago,
  Illinois

  
	
   

  	
   

  	
  December
  30, 2004

  



 


FOR VALUE RECEIVED, INLAND
WESTERN AVONDALE MCDOWELL, 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 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 the
holder hereof may from time to time designate in writing, the principal sum of
THIRTY-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 interest
thereon to be computed from the date of this Promissory Note at the Interest
Rate, and to be paid in accordance with the terms of this Promissory Note and
that certain Loan Agreement, dated as of the date hereof, by and 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 Promissory Note and all
accrued and unpaid interest thereon shall be due and payable on the Maturity
Date. This Promissory 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 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


 


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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 OF
ILLINOIS AND SHALL IN ALL RESPECTS BE GOVERNED, APPLIED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES, AND THE APPLICABLE FEDERAL LAWS.  BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE CITY OF
CHICAGO AND STATE OF ILLINOIS IN CONNECTION WITH ANY PROCEEDING OUT OF OR
RELATING TO THIS NOTE.


 


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ARTICLE 10


 


NOTICES


 


All notices or other written
communications hereunder shall be delivered in accordance with Section l0.6 of
the Loan Agreement.


 


[Signature Page to Follow]


 


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IN WITNESS WHEREOF, Borrower
has 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