Exhibit 10.90


 


PROMISSORY NOTE


 


	
  $12,752,742.00



  	
   

  	
  New York, New York

  As of June 8, 2006



  



 


FOR VALUE RECEIVED, INLAND
AMERICAN MALDEN, 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 TWELVE MILLION SEVEN HUNDRED FIFTY-TWO
THOUSAND SEVEN HUNDRED FORTY-TWO AND 00/100 DOLLARS ($12,752,742.00),
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


 


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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.


 


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ARTICLE 10


 


NOTICES


 


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


 


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


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  INLAND
  AMERICAN MALDEN, L.L.C., a

  
	
   

  	
  Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  INLAND
  AMERICAN CERUZZI MALDEN

  
	
   

  	
   

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

  
	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  INLAND
  AMERICAN MALDEN 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: