Exhibit
10.89


 


PROMISSORY
NOTE


 


	
  $11,066,477.00

  	
   

  	
  New York, New
  York

  As of June 8, 2006

  



 


 


FOR VALUE RECEIVED, INLAND AMERICAN
SWAMPSCOTT, L.L.C., a Delaware limited liability company, having its
principal place of business at 2901 Butterfield Road, Oak Brook, Illinois
60523, as 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 SIXTY-SIX THOUSAND FOUR HUNDRED
SEVENTY-SEVEN AND 00/100 DOLLARS ($11,066,477.00), 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 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 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.


 

















 


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


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INLAND AMERICAN SWAMPSCOTT,
  L.L.C., a

  
	
   

  	
  Delaware
  limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND AMERICAN CERUZZI
  SWAMPSCOTT

  
	
   

  	
   

  	
  MEMBER, L.L.C.,
  a Delaware limited liability company,

  
	
   

  	
   

  	
  its Sole Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  INLAND AMERICAN SWAMPSCOTT
  MEMBER

  
	
   

  	
   

  	
   

  	
  II, L.L.C., a
  Delaware limited liability company,

  
	
   

  	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  INLAND AMERICAN REAL ESTATE

  
	
   

  	
   

  	
   

  	
   

  	
  TRUST, INC., a Maryland
  corporation,

  
	
   

  	
   

  	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title: