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Exhibit 10.253
Allstate Life Insurance Company
Loan No. 122504
LIMITED PAYMENT GUARANTY
THIS
LIMITED PAYMENT GUARANTY (the "Guaranty") is made as of July
____,
2004, by INLAND WESTERN SEATTLE NORTHGATE
NORTH, L.L.C., a Delaware limited
liability company ("Borrower") and INLAND
WESTERN RETAIL REAL ESTATE TRUST,
INC., a Maryland corporation ("Guarantor"),
the sole member of Borrower, to and
for the benefit of ALLSTATE LIFE INSURANCE
COMPANY, an Illinois corporation
("Lender").
RECITALS
A.
Borrower is the
present owner of the real and personal property
commonly known as Northgate North Shopping
Center, 302 NE Northgate Way,
Seattle, Washington, and legally described
in EXHIBIT A attached hereto (the
"Property").
B.
Member is the sole member of Borrower.
C.
Pursuant to Lender's commitment letter dated ______________,
2004,
as amended, Lender made a loan to Borrower
in the aggregate original principal
amount of $26,650,000 (the "Loan")
evidenced by that certain Deed of Trust Note
(the "Note") of even date herewith in the
amount of the Loan, and secured by a
Deed of Trust, Assignment of Leases, Rents
and Contracts, Security Agreement and
Fixture Filing (the "Deed of Trust") on the
Property.
D.
The
Guarantor will benefit from the disbursement of the Loan
evidenced by the Note and secured by the
Deed of Trust and the Related
Agreements (as defined in the Deed of
Trust). The Note, Deed of Trust, Related
Agreements and other documents,
instruments, certificates and agreements
executed or delivered by or on behalf of
Borrower in connection with the Loan
are collectively referred to as the "Loan
Documents."
E.
The
assumption by Guarantor of the obligations under this Guaranty
will result in an indirect financial
benefit to Guarantor and in a direct
financial benefit to the Borrower, thereby
enhancing each Guarantor's financial
interest in Borrower and in the
Property.
F.
As a
material inducement to making and as a condition precedent to
funding the Loan, Lender requires the
execution of this Guaranty.
AGREEMENTS
NOW
THEREFORE, for and in consideration of the above Recitals, which
are
incorporated herein by reference, the
mutual covenants contained herein and in
the Loan Documents, and for other good and
valuable consideration, the receipt
and sufficiency of which are hereby
acknowledged, Guarantor hereby agree as
follows:
1.
Guarantor absolutely, unconditionally and irrevocably
guarantees
to Lender:
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(a)
subject to
Section 12 hereof, the payment of all sums due Lender
under the Loan Documents, including the
payment of the principal balance of the
Loan, together with all interest accrued
thereon; and
(b)
the
payment of all Enforcement Costs (as hereinafter defined in
Paragraph 7 hereof).
All amounts due, debts, liabilities, and payment obligations of
Guarantor described in this Paragraph 1 are
referred to herein as the
"Indebtedness."
2.
(a)
Guarantor
agrees, on written demand therefor by Lender or
the holder of the Note, as applicable, to
pay all Indebtedness as is then or
thereafter becomes due and owing under the
terms of this Guaranty, regardless of
any defense, right of setoff or claims
which Borrower or Guarantor may have
against Lender or the holder of the
Note.
(b) If
Guarantor fails to perform its obligations hereunder
after demand by Lender in accordance with
Paragraph 2(a) hereof, Lender shall
have an immediate right to collect from
Guarantor, as damages or otherwise, an
amount equal to such unpaid Indebtedness,
and Lender may exercise all remedies
available under the laws of the State of
Washington for action on a matured
contractual indebtedness.
3.
Guarantor hereby waives as
to Lender (i) notice of acceptance of
this Guaranty by Lender and any and all
notices and demands of every kind which
may be required to be given by any statute,
rule or law, (ii) any defense, right
of setoff or other claim which Guarantor
may have against the Borrower or which
Guarantor or Borrower may have against
Lender or the holder of the Note, as
applicable, (iii) presentment for payment,
demand for payment (other than as
provided for in Paragraph 2 above), notice
of nonpayment or dishonor, protest
and notice of protest, diligence in
collection and any and all formalities which
otherwise might be legally required to
charge Guarantor with liability, and (iv)
any failure by Lender to inform Guarantor
of any facts Lender may now or
hereafter know about Borrower, the
Property, the Loan, or the transactions
contemplated by the Loan, it being
understood and agreed that Lender has no duty
so to inform and that the Guarantor is
fully responsible for being and remaining
informed by the Borrower of all
circumstances bearing on the existence or
creation, or the risk of nonpayment of the
Indebtedness. Credit may be granted
or continued from time to time by Lender to
Borrower without notice to or
authorization from Guarantor, regardless of
the financial or other condition of
the Borrower at the time of any such grant
or continuation. Lender shall have no
obligation to disclose or discuss with
Guarantor its assessment of the financial
condition of Borrower. No modification or
waiver of any of the provisions of
this Guaranty shall be binding upon Lender
except as expressly set forth in a
writing duly signed and delivered on behalf
of Lender.
4.
Guarantor further agrees that its liability as guarantor shall
not
be impaired or affected by any renewals or
extensions which may be made from
time to time, with or without the knowledge
or consent of Guarantor of the time
for payment of interest or principal under
the Note or by any forbearance or
delay in collecting interest or principal
under the Note, or by any waiver by
Lender under the Deed of Trust or any other
Loan Documents, or by Lender's
failure or election not to pursue any other
remedies it may have against
Borrower, or by any change or
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modification in the Note, Deed of Trust or
any other Loan Documents, or by the
acceptance by Lender of any additional
security or any increase, substitution or
change therein, or by the release by Lender
of any security or any withdrawal
thereof or decrease therein, or by the
application of payments received from any
source to the payment of any obligation
other than the Indebtedness, even though
Lender might lawfully have elected to apply
such payments to any part or all of
the Indebtedness, it being the intent
hereof that Guarantor shall remain liable
as principal for payment of the
Indebtedness until all Indebtedness has been
paid in full and the other terms, covenants
and conditions of this Guaranty have
been performed, notwithstanding any act or
thing which might otherwise operate
as a legal or equitable discharge of a
surety. Guarantor further understands and
agrees that Lender may at any time enter
into agreements with Borrower to amend
and modify the Note, Deed of Trust or other
Loan Documents, or any thereof, and
may waive or release any provision or
provisions of the Note, Deed of Trust and
other Loan Documents or any thereof, and,
with reference to such instruments,
may make and enter into any such agreement
or agreements as Lender and Borrower
may deem proper and desirable, without in
any manner impairing or affecting this
Guaranty or any of Lender's rights
hereunder or any of Guarantor's obligations
hereunder.
5.
This
is an absolute, present and continuing guaranty of payment
and not of collection. Guarantor agrees
that this Guaranty may be enforced by
Lender without the necessity at any time of
resorting to or exhausting any other
security or collateral given in connection
herewith or with the Note, the Deed
of Trust or any of the other Loan Documents
through foreclosure proceedings
under the Deed of Trust or otherwise, or
resorting to any other guaranties, and
Guarantor hereby waives the right to
require Lender to join Borrower in any
action brought hereunder or to commence any
action against or obtain any
judgment against Borrower or to pursue any
other remedy or enforce any other
right. Guarantor further agrees that
nothing contained herein or otherwise shall
prevent Lender from pursuing concurrently
or successively all rights and
remedies available to it at law or in
equity or under the Note, Deed of Trust or
any other Loan Documents, and the exercise
of any of its rights or the
completion of any of its remedies shall not
constitute a discharge of any of
Guarantor's obligations hereunder, it being
the purpose and intent of Guarantor
that its obligations hereunder shall be
absolute, independent and unconditional
under any and all circumstances whatsoever.
Neither Guarantor's obligations
under this Guaranty nor any remedy for the
enforcement thereof shall be
impaired, modified, changed or released in
any manner whatsoever by any
impairment, modification, change, release
or limitation of the liability of
Borrower under the Note, Deed of Trust or
other Loan Documents or by reason of
Borrower's bankruptcy or by reason of any
creditor or bankruptcy proceeding
instituted by or against Borrower or
Guarantor. This Guaranty shall continue to
be effective or be reinstated (as the case
may be) if at any time payment of all
or any part of any sum payable pursuant to
the Note, Deed of Trust or any other
Loan Document is rescinded or otherwise
required to be returned by the payee
upon the insolvency, bankruptcy, or
reorganization of the Borrower or Guarantor,
or Lender is required to reconvey title to
the Property upon the insolvency,
bankruptcy or reorganization of the
Borrower or Guarantor, all as though such
payment to Lender had not been made,
regardless of whether Lender contested the
order requiring the return of such payment
or the reconveyance.
6.
In
the event Lender or the holder of the Note shall assign the
Note to any bank or other entity to secure
a loan from such bank or other entity
to Lender or such holder for an amount not
in excess of the amount which will be
due, from time to time
