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Exhibit 10.272
Allstate Life Insurance Company
Loan No. 122495 and 122496
INDEMNITY GUARANTY
THIS INDEMNITY GUARANTY (the "Guaranty") is executed and delivered
as of
July 21, 2004, by TOWSON CIRCLE LLC, a
Maryland limited liability limited
company ("Guarantor") to and for the
benefit of ALLSTATE LIFE INSURANCE COMPANY,
an Illinois insurance corporation
("Lender").
RECITALS
A. Inland
Towson SPE, L.L.C., a Delaware limited liability company
("Borrower"), an affiliate of Guarantor, is
indebted to Lender for a loan in the
amount of NINETEEN MILLION ONE HUNDRED
NINETY SEVEN THOUSAND FIVE HUNDRED
DOLLARS ($19,197,500) (the "Loan") as
evidenced by (i) Mortgage Note A ("Note
A") of even date herewith, made by Borrower
in the amount of $15,647,500 and
with a maturity date of July 1, 2009, and
(ii) Mortgage Note B ("Note B, and
together with Note A, the "Note" or the
"Notes") of even date herewith, made by
Borrower in the amount of $3,550,000 and
with a maturity date of August 1, 2005.
Full repayment of the Note is secured by
this Guaranty.
B. This
Guaranty is secured by, INTER ALIA, (a) an Fee and
Leasehold Indemnity Deed of Trust,
Assignment of Leases, Rents and Contracts,
Security Agreement and Fixture Filing (the
"Deed of Trust"), of even date
herewith, from Guarantor, as grantor, to
Edward A. Bloom and Lawrence M. Prosen,
as trustee, in favor of Lender, as
beneficiary, covering certain real property,
the improvements thereon and certain
personal property situated in the County of
Baltimore, State of Maryland, and described
in the Deed of Trust (the
"Property"), and (b) those certain
instruments of indebtedness and security
described as "Related Agreements" in the
Deed of Trust. This Guaranty, the Note,
the Deed of Trust, and the Related
Agreements referred to in the Deed of Trust
are sometimes collectively referred to as
the "Loan Documents."
C. Guarantor
is the sole member of Borrower and will derive
substantial direct and indirect benefits by
reason of Lender making the Loan.
D. To induce
Lender to make the Loan and to grant such other
accommodations to Borrower as Lender may
deem appropriate, and with full
knowledge that the Loan and any such other
accommodations would not be made
unless Guarantor executes and delivers this
Guaranty, the Deed of Trust and the
other Loan Documents, Guarantor has agreed
with Lender to guarantee the payment
of the sums specified herein.
AGREEMENTS
NOW, THEREFORE, in consideration of, and as a material inducement
to,
Lender making the Loan to Borrower and
granting to Borrower such other
accommodations as Lender may deem
appropriate, and for other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged, the
undersigned Guarantor hereby covenants to
and agrees with Lender as follows:
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1.
INCORPORATION OF RECITALS. The foregoing Recitals are hereby
incorporated in this Guaranty and made a
part hereof by this reference.
2.
GUARANTEED
OBLIGATIONS. Guarantor hereby absolutely guarantees
to Lender and shall stand as surety for the
due and punctual payment (and not
merely collection), when due and/or at
maturity, whether by acceleration or
otherwise, and at all times thereafter, of
each of the following (hereinafter
referred to collectively as the "Guaranteed
Obligations"):
(a)
principal, interest, late charges, costs, expenses (including
reasonable attorneys' fees) and all other
charges or advancements due or to
become due (whether by acceleration or
otherwise) in respect of the Note and/or
under the Deed of Trust or any of the other
Loan Documents;
(b)
all sums relating to the Loan which may be or may become
secured
by the lien of the Deed of Trust, and the
due and punctual payment of all taxes,
assessments and insurance premiums, and all
other sums and charges required by,
and the due and punctual performance and
observance by Borrower of all of the
terms, covenants and conditions of the
Note, whether according to the present
terms thereof, at any earlier or
accelerated date or dates as provided therein,
or pursuant to any extension of time or to
any change or changes in the terms,
covenants and conditions thereof, now or at
any time hereafter made or granted
by Lender; and
(c)
the payment of all other sums which may be advanced by or
otherwise be due to Lender under any
provision of the Deed of Trust or under any
of the other Loan Documents, with interest
thereon at the rate provided herein
or therein;
(d)
the performance of each and every covenant and agreement of
Guarantor or Borrower contained (1) in any
note evidencing a Future Advance (as
defined in the Deed of Trust), and (2) in
any of the Loan Documents;
(e)
all costs, expenses,
losses, damages and other charges sustained
or incurred by Lender because of: (1) the
default by Guarantor or Borrower in
payment or performance, as the case may be,
of any provision contained in any of
the Loan Documents; (2) defense of actions
instituted by Guarantor or Borrower
or a third party against Lender arising out
of or related to the Loan or in the
realizing upon, protecting, perfecting or
defending the Property or the
Collateral described in the Deed of Trust;
or (3) actions brought or defended by
Lender in enforcing its security interest
in the Property or the Collateral
described in the Deed of Trust. All of
these costs and expenses include
reasonable attorneys' fees and paralegals'
fees, whether incurred with respect
to collection, litigation, bankruptcy
proceedings, interpretation, dispute,
negotiation, trial, appeal, defensive
actions instituted by a third party
against mortgagee, or enforcement or any
judgment based upon any of the Loan
Documents, whether or not suit is brought
to collect such amounts or to enforce
such rights or, if brought, is prosecuted
to judgment;
(f)
all costs, expenses, and amounts arising under or pursuant to
any indemnity contained within any of the
Loan Documents, or in any separate
agreement executed by Guarantor or Borrower
in favor of Lender;
(g)
the repayment of any other loans or advances, with interest
thereon, hereafter made to Borrower (or any
successor in interest to Borrower,
as the case may be) by Lender when
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the promissory note evidencing the loan or
advance specifically states that said
note is secured by this Guaranty, together
with all extensions, renewals,
modifications, amendments and replacements
thereof (herein and in the Loan
Documents, "Future Advance"); and
(h)
the payment on demand of all Enforcement Costs (as hereinafter
defined).
The obligation of Guarantor hereunder shall in no way be
released,
impaired, affected, extinguished or
diminished by any actions Lender may take or
fail to take with respect to the Loan
Documents or any collateral security
therefor, including, but not limited to, a
foreclosure of any such collateral.
The obligation of Guarantor to pay Lender
shall continue without regard to the
number of advances or the amount of any
advance made to Borrower or to amounts
applied by Lender for the account of
Borrower on the Loan from the proceeds of
any enforcement action under the Loan
Documents, whether by foreclosure or
otherwise. Lender shall have the right to
determine how, when and what
application of payments and credits, if
any, derived from the security for this
Guaranty or the Loan, shall be made on the
Guaranteed Obligations, and this
Guaranty shall apply to and secure any
ultimate balance of the Guaranteed
Obligations that shall remain owing to
Lender.
Anything in this Guaranty to the contrary notwithstanding,
Guarantor's
liability hereunder shall be conditioned
on, and shall arise immediately and
automatically upon, the occurrence of an
Event of Default.
3.
GUARANTOR'S AGREEMENTS. Guarantor hereby: (i) waives diligence,
presentment, protest, notice of dishonor,
demands for payment, extension of time
of payment, acceptance and notice of
acceptance of this Guaranty, non-payment
(whether at maturity or otherwise) and
indulgences and notices of every kind
(except notice of default specifically set
forth in the Deed of Trust or in any
of the other Loan Documents); (ii) waives,
solely for the benefit of Lender and
any subsequent holder of this Guaranty, any
right of indemnification which
Guarantor might have against Borrower or
any other guarantor of the Guaranteed
Obligations, whether by contract, agreement
or operation of law; (iii) consents
to any and all waivers, forbearances and
extensions of the time of payment of
the Note, the Deed of Trust and all of the
other Loan Documents; (iv) consents
to any and all changes in the terms,
covenants and conditions of the Note or any
of the other Loan Documents hereafter made
or granted to Borrower by Lender; (v)
consents to any and all substitutions,
exchanges, releases or subordinations of
all or any part of the collateral for this
Guaranty or for the Loan; (vi)
consents to any addition of additional
guarantors or the release or substitution
of any such guarantor hereunder; (vii)
waives the benefit of all appraisement,
valuation, marshalling, forbearance, stay,
extension, redemption, homestead,
exemption and moratorium laws now or
hereafter in effect; (viii) waives any
defense based on the incapacity, lack of
authority, death or disability of any
other person or entity or the failure of
Lender to file or enforce a claim
against the estate of any other person or
entity in any administrative,
bankruptcy or other proceeding; (ix) waives
any defense based on an election of
remedies by Lender, whether or not such
election may affect in any way the
recourse, subrogation or other rights of
Guarantor against Borrower or any other
person in connection with the Guaranteed
Obligations; (x) waives any defense
based on the negligence of Lender in
administering the Loan and/or the Loan
Documents or taking or failing to take any
action in connection therewith, or
based on the federal Equal Credit
Opportunity Acts and applicable regulations or
the Equal Credit Opportunity Acts and
applicable regulations of any state
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including without limitation the States of
Maryland and Illinois; (xi) to the
extent permitted by applicable law, waives
any defense based on the failure of
Lender to (a) provide notice to Guarantor
of a sale or other disposition
(including any collateral sale pursuant to
the Uniform Commercial Code) of any
of the security for any of the Guaranteed
Obligations, or (b) conduct such a
sale or disposition in a commercially
reasonable manner; (xii) waives the
defense of expiration of any statute of
limitations affecting the liability of
Guarantor hereunder or the enforcement
hereof, (xiii) waives any other defenses
of Guarantor to the Guaranteed Obligations,
including any claim of offset or
counterclaim by Guarantor of loss of
contribution from any co-guarantor with
respect thereto, and (xiv) waives any right
to file any "Claim" (as hereinafter
defined), other than a compulsory
counterclaim, as part of, and any right to
request consolidation of any action or
proceeding relating to a Claim with, any
action or proceeding filed or maintained by
Lender to collect any indebtedness
of Guarantor to Lender hereunder or to
exercise any rights or remedies available
to Lender under the Loan Documents, at law,
in equity or otherwise. The
intention of the foregoing is that
Guarantor shall remain liable under this
Guaranty as principal notwithstanding any
act, omission or thing which might
otherwise operate as a legal or equitable
discharge of Guarantor or a legal or
equitable limitation on or diminution of
the liability of Guarantor hereunder.
It is the intent of the foregoing to have
Guarantor waive any and all defenses
to payment of the Loan which it may have
such that Guarantor is liable to the
same extent as if it were maker of the Note
immediately upon the occurrence of
any Event of Default under any of the Loan
Documents. Guarantor hereby agrees
not to assert any rights or defenses which
arise by reason of structuring the
Loan as a loan to Borrower secured by this
Guaranty. Guarantor acknowledges that
without this agreement, Lender would not
make the Loan to Borrower. For purposes
of this section, the term "Claim" shall
mean any claim, action or cause of
action, defense, counterclaim, set-off or
right of recoupment of any kind or
nature against Lender, its officers,
directors, employees, agents or attorneys,
in connection with the making, closing,
administration, collection or
enforcement by Lender of the indebtedness
and obligations evidenced by the Note
or the other Loan Documents (including, but
not limited to, this Guaranty).
4.
SUBORDINATION OF INDEBTEDNESS. All existing and future
indebtedness of Borrower to Guarantor, or
to any entity owned and/or controlled
by Guarantor (herein referred to as an
"Affiliate"), is hereby subordinated to
the Guaranteed Obligations. So long as this
Guaranty is in effect, upon a
default under any of the Loan Documents
which continues beyond the expiration of
any applicable grace period provided
therein, without the prior written consent
of Lender, such subordinated indebtedness
shall not be paid or withdrawn in
whole or in part, nor shall Guarantor cause
or permi
