Exhibit 10.107


 


GUARANTY


 


THIS GUARANTY
(this “Guaranty”) is made effective as of June
8, 2006 by INLAND AMERICAN REAL ESTATE TRUST, INC. (the “Guarantor”)
in favor of CE INVESTMENT ASSOCIATES 2001 LLC (together with its permitted
successors and assigns, the “Investor”)


 


RECITALS


 


WHEREAS, INLAND
AMERICAN BRISTOL MEMBER II, L.L.C., a Delaware limited liability company and a
wholly owned subsidiary of Guarantor (“Inland”), and
Investor entered into that certain Limited Liability Company Agreement (the “LLC Agreement”), dated as of the date hereof, of Inland
American Ceruzzi Bristol Member, L.L.C. (the “Company”);


 


WHEREAS, pursuant
to the terms of the LLC Agreement, Inland is required, from time to time, to
cause the Company to make a payment to the Investor of the “Investor Preferred
Return” (as such term is defined and determined under the LLC Agreement), and
may be required, from to time, to cause the Company to make a payment to the
Investor of the “Investor Liquidation Amount” (as such term is defined and
determined under the LLC Agreement); and


 


WHEREAS, in order
to induce the Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of the Company
to make payments to the Investor if, when and solely to the extent required
under the terms of the LLC Agreement, of the Investor Liquidation Amount.


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Guarantor hereby agrees as follows:


 


1.             Guaranty. 
The Guarantor hereby unconditionally and irrevocably guarantees to the
Investor (and/or its permitted successors and assigns) (i) from and after
twenty-four (24) months after the date hereof, any obligation of the Company,
if and when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such amounts are
required to be paid by the Company to the Investor under the terms of Section 10.9
of the LLC Agreement, and (ii) notwithstanding anything to the contrary
set forth herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred Return.


 


2.             Consent to Terms. 
The Guarantor hereby consents, without notice to the Guarantor, to the
extension, in whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the Investor
Liquidation Amount under the LLC Agreement, and agrees in case the dates of
such payment shall be extended in whole or in part, that all moneys due
hereunder shall be paid when due according to such extension or
extensions.  The Guarantor further
consents to the waiving or amendment by Inland and the Investor of any term,
covenant, or condition of the LLC Agreement.


 

















 


3.             Waiver of Presentment. 
The Guarantor hereby waives presentment, demand of payment from the
maker, protest, and notice of nonpayment. 
The Guarantor hereby waives notice of acceptance of this Guaranty by the
Investor and any and all notices and demands of every kind and description
which may be required to be given by any statute or rule of law, and
agrees that the liability of the Guarantor hereunder shall in no way be affected,
diminished, or released by any forbearance which may be granted to the Company
(or to any successor thereto or to any person or entity which shall have
assumed the obligations thereof) or by any waiver of any term, covenant, or
condition in the LLC Agreement by the Investor or by reason of any change or
modification in the LLC Agreement, or by the acceptance of additional security.


 


4.             No Exhaustion of Other Remedies. 
The Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising any other
right available to it under the terms of the LLC Agreement or against any other
person or entity, and the exercise of any of the aforementioned rights shall
not constitute a legal or equitable discharge of the Guarantor, it being the
purpose and intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.


 


5.             Restatement of Guaranty. 
This Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment is rescinded or must otherwise be returned
by the Investor upon the insolvency, bankruptcy, or reorganization of Inland
and/or the Company or otherwise, all as though such payment had not been made.


 


6.             Waiver of Promptness. 
The Guarantor hereby waives promptness, diligence, notice of acceptance,
and any other notice with respect to any of the terms, covenants, or conditions
of the LLC Agreement, and this Guaranty and any requirement that the Company
protect, secure, perfect, or insure any security interest, lien, or any
property subject thereto or exhaust any right or take any action against the
Company or any other person, entity, or any collateral.


 


7.             Governing Law. 
This Guaranty, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto shall be governed by and construed in
accordance with the laws of the State of Delaware (but not including the choice
of law rules thereof).


 


8.             Creditor’s Rights. 
The rights, powers, privileges, and discretions (the “rights”) to which the Investor may
be entitled hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns.  All
the rights of the Investor are cumulative and not alternative and may be enforced
successively or concurrently.  Failure of
the Investor to exercise any of its rights shall not be deemed a waiver
thereof, and no waiver of any of its rights shall be deemed to apply to any
other rights, nor shall it be effective unless in writing and signed by the
Creditor.  The terms, covenants, and
conditions of or imposed upon the Guarantor herein shall be binding upon its
successors and assigns.  The Guarantor
may not delegate or assign any of its obligations under this Guaranty.


 


9.             Severability. 
In case any provision (or any part of any provision) contained in this
Guaranty shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, 


 


2

















 


such invalidity,
illegality, or unenforceability shall not affect any other provision (or
remaining part of the affected provision) of this Guaranty but this Guaranty
shall be construed as if such invalid, illegal, or unenforceable provision (or
part thereof) had never been contained herein but only to the extent it is
invalid, illegal, or unenforceable.


 


10.           Gender; Captions. 
When used herein, the singular shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders.  Section headings are used solely for the
convenience of the parties and are not intended to limit or define any section.


 


11.           Time of Essence. 
Time is of the essence to each and every provision of this Guaranty.


 


IN WITNESS
WHEREOF, the Guarantor has executed and delivered this instrument under seal
effective as of the date first above written.


 


 


	
  WITNESS/ATTEST

  	
  GUARANTOR:

  



 


	
   

  	
  INLAND AMERICAN REAL ESTATE 

  TRUST, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: G. Joseph Cosenza

  	
   

  
	
   

  	
  Title: Authorized Agent

  	
   

  
						



 


3

















 


GUARANTY


 


THIS GUARANTY
(this “Guaranty”) is made effective as of June
8, 2006 by INLAND AMERICAN REAL ESTATE TRUST, INC. (the “Guarantor”)
in favor of CE INVESTMENT ASSOCIATES 2001 LLC (together with its permitted
successors and assigns, the “Investor”)


 


RECITALS


 


WHEREAS, INLAND
AMERICAN FRAMINGHAM MEMBER II, L.L.C., a Delaware limited liability company and
a wholly owned subsidiary of Guarantor (“Inland”), and
Investor entered into that certain Limited Liability Company Agreement (the “LLC Agreement”), dated as of the date hereof, of Inland
American Ceruzzi Framingham Member, L.L.C. (the “Company”);


 


WHEREAS, pursuant
to the terms of the LLC Agreement, Inland is required, from time to time, to
cause the Company to make a payment to the Investor of the “Investor Preferred
Return” (as such term is defined and determined under the LLC Agreement), and
may be required, from to time, to cause the Company to make a payment to the
Investor of the “Investor Liquidation Amount” (as such term is defined and
determined under the LLC Agreement); and


 


WHEREAS, in order
to induce the Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of the Company
to make payments to the Investor if, when and solely to the extent required
under the terms of the LLC Agreement, of the Investor Liquidation Amount.


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Guarantor hereby agrees as follows:


 


1.             Guaranty. 
The Guarantor hereby unconditionally and irrevocably guarantees to the
Investor (and/or its permitted successors and assigns) (i) from and after
twenty-four (24) months after the date hereof, any obligation of the Company,
if and when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such amounts are
required to be paid by the Company to the Investor under the terms of Section 10.9
of the LLC Agreement, and (ii) notwithstanding anything to the contrary
set forth herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred Return.


 


2.             Consent to Terms. 
The Guarantor hereby consents, without notice to the Guarantor, to the
extension, in whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the Investor
Liquidation Amount under the LLC Agreement, and agrees in case the dates of
such payment shall be extended in whole or in part, that all moneys due
hereunder shall be paid when due according to such extension or 


 

















 


extensions.  The Guarantor further consents to the waiving
or amendment by Inland and the Investor of any term, covenant, or condition of
the LLC Agreement.


 


3.             Waiver of Presentment. 
The Guarantor hereby waives presentment, demand of payment from the
maker, protest, and notice of nonpayment. 
The Guarantor hereby waives notice of acceptance of this Guaranty by the
Investor and any and all notices and demands of every kind and description
which may be required to be given by any statute or rule of law, and
agrees that the liability of the Guarantor hereunder shall in no way be affected,
diminished, or released by any forbearance which may be granted to the Company
(or to any successor thereto or to any person or entity which shall have
assumed the obligations thereof) or by any waiver of any term, covenant, or
condition in the LLC Agreement by the Investor or by reason of any change or
modification in the LLC Agreement, or by the acceptance of additional security.


 


4.             No Exhaustion of Other Remedies. 
The Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising any other
right available to it under the terms of the LLC Agreement or against any other
person or entity, and the exercise of any of the aforementioned rights shall
not constitute a legal or equitable discharge of the Guarantor, it being the
purpose and intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.


 


5.             Restatement of Guaranty. 
This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment is rescinded or must otherwise be
returned by the Investor upon the insolvency, bankruptcy, or reorganization of
Inland and/or the Company or otherwise, all as though such payment had not been
made.


 


6.             Waiver of Promptness. 
The Guarantor hereby waives promptness, diligence, notice of acceptance,
and any other notice with respect to any of the terms, covenants, or conditions
of the LLC Agreement, and this Guaranty and any requirement that the Company
protect, secure, perfect, or insure any security interest, lien, or any
property subject thereto or exhaust any right or take any action against the
Company or any other person, entity, or any collateral.


 


7.             Governing Law. 
This Guaranty, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto shall be governed by and construed in
accordance with the laws of the State of Delaware (but not including the choice
of law rules thereof).


 


8.             Creditor’s Rights. 
The rights, powers, privileges, and discretions (the “rights”) to which the Investor may
be entitled hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns.  All
the rights of the Investor are cumulative and not alternative and may be enforced
successively or concurrently.  Failure of
the Investor to exercise any of its rights shall not be deemed a waiver
thereof, and no waiver of any of its rights shall be deemed to apply to any
other rights, nor shall it be effective unless in writing and signed by the
Creditor.  The terms, covenants, and
conditions of or imposed upon the Guarantor herein shall be binding upon its
successors and assigns.  The Guarantor
may not delegate or assign any of its obligations under this Guaranty.


 


2

















 


9.             Severability. 
In case any provision (or any part of any provision) contained in this
Guaranty shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision (or remaining part of the affected provision) of
this Guaranty but this Guaranty shall be construed as if such invalid, illegal,
or unenforceable provision (or part thereof) had never been contained herein
but only to the extent it is invalid, illegal, or unenforceable.


 


10.           Gender; Captions. 
When used herein, the singular shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders.  Section headings are used solely for the
convenience of the parties and are not intended to limit or define any section.


 


11.           Time of Essence. 
Time is of the essence to each and every provision of this Guaranty.


 


IN WITNESS
WHEREOF, the Guarantor has executed and delivered this instrument under seal
effective as of the date first above written.


 


 


	
  WITNESS/ATTEST

  	
  GUARANTOR:

  



 


	
   

  	
  INLAND AMERICAN REAL ESTATE

  TRUST, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: G. Joseph Cosenza

  	
   

  
	
   

  	
  Title: Authorized Agent

  	
   

  
						



 


3

















 


GUARANTY


 


THIS GUARANTY
(this “Guaranty”) is made effective as of June
8, 2006 by INLAND AMERICAN REAL ESTATE TRUST, INC. (the “Guarantor”)
in favor of CE INVESTMENT ASSOCIATES 2001 LLC (together with its permitted
successors and assigns, the “Investor”)


 


RECITALS


 


WHEREAS, INLAND
AMERICAN CUMBERLAND MEMBER II, L.L.C., a Delaware limited liability company and
a wholly owned subsidiary of Guarantor (“Inland”), and
Investor entered into that certain Limited Liability Company Agreement (the “LLC Agreement”), dated as of the date hereof, of Inland
American Ceruzzi Cumberland Member, L.L.C. (the “Company”);


 


WHEREAS, pursuant
to the terms of the LLC Agreement, Inland is required, from time to time, to
cause the Company to make a payment to the Investor of the “Investor Preferred
Return” (as such term is defined and determined under the LLC Agreement), and
may be required, from to time, to cause the Company to make a payment to the
Investor of the “Investor Liquidation Amount” (as such term is defined and
determined under the LLC Agreement); and


 


WHEREAS, in order
to induce the Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of the Company
to make payments to the Investor if, when and solely to the extent required
under the terms of the LLC Agreement, of the Investor Liquidation Amount.


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Guarantor hereby agrees as follows:


 


1.             Guaranty. 
The Guarantor hereby unconditionally and irrevocably guarantees to the
Investor (and/or its permitted successors and assigns) (i) from and after
twenty-four (24) months after the date hereof, any obligation of the Company,
if and when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such amounts are
required to be paid by the Company to the Investor under the terms of Section 10.9
of the LLC Agreement, and (ii) notwithstanding anything to the contrary
set forth herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred Return.


 


2.             Consent to Terms. 
The Guarantor hereby consents, without notice to the Guarantor, to the
extension, in whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the Investor
Liquidation Amount under the LLC Agreement, and agrees in case the dates of
such payment shall be extended in whole or in part, that all moneys due
hereunder shall be paid when due according to such extension or 


 

















 


extensions.  The Guarantor further consents to the waiving
or amendment by Inland and the Investor of any term, covenant, or condition of
the LLC Agreement.


 


3.             Waiver of Presentment. 
The Guarantor hereby waives presentment, demand of payment from the
maker, protest, and notice of nonpayment. 
The Guarantor hereby waives notice of acceptance of this Guaranty by the
Investor and any and all notices and demands of every kind and description
which may be required to be given by any statute or rule of law, and
agrees that the liability of the Guarantor hereunder shall in no way be
affected, diminished, or released by any forbearance which may be granted to
the Company (or to any successor thereto or to any person or entity which shall
have assumed the obligations thereof) or by any waiver of any term, covenant,
or condition in the LLC Agreement by the Investor or by reason of any change or
modification in the LLC Agreement, or by the acceptance of additional security.


 


4.             No Exhaustion of Other Remedies. 
The Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising any other
right available to it under the terms of the LLC Agreement or against any other
person or entity, and the exercise of any of the aforementioned rights shall
not constitute a legal or equitable discharge of the Guarantor, it being the
purpose and intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.


 


5.             Restatement of Guaranty. 
This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment is rescinded or must otherwise be
returned by the Investor upon the insolvency, bankruptcy, or reorganization of
Inland and/or the Company or otherwise, all as though such payment had not been
made.


 


6.             Waiver of Promptness. 
The Guarantor hereby waives promptness, diligence, notice of acceptance,
and any other notice with respect to any of the terms, covenants, or conditions
of the LLC Agreement, and this Guaranty and any requirement that the Company
protect, secure, perfect, or insure any security interest, lien, or any
property subject thereto or exhaust any right or take any action against the
Company or any other person, entity, or any collateral.


 


7.             Governing Law. 
This Guaranty, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto shall be governed by and construed in
accordance with the laws of the State of Delaware (but not including the choice
of law rules thereof).


 


8.             Creditor’s Rights. 
The rights, powers, privileges, and discretions (the “rights”) to which the Investor may
be entitled hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns.  All
the rights of the Investor are cumulative and not alternative and may be enforced
successively or concurrently.  Failure of
the Investor to exercise any of its rights shall not be deemed a waiver
thereof, and no waiver of any of its rights shall be deemed to apply to any
other rights, nor shall it be effective unless in writing and signed by the
Creditor.  The terms, covenants, and
conditions of or imposed upon the Guarantor herein shall be binding upon its
successors and assigns.  The Guarantor
may not delegate or assign any of its obligations under this Guaranty.


 


2

















 


9.             Severability. 
In case any provision (or any part of any provision) contained in this
Guaranty shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision (or remaining part of the affected provision) of
this Guaranty but this Guaranty shall be construed as if such invalid, illegal,
or unenforceable provision (or part thereof) had never been contained herein
but only to the extent it is invalid, illegal, or unenforceable.


 


10.           Gender; Captions. 
When used herein, the singular shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders.  Section headings are used solely for the
convenience of the parties and are not intended to limit or define any section.


 


11.           Time of Essence. 
Time is of the essence to each and every provision of this Guaranty.


 


IN WITNESS
WHEREOF, the Guarantor has executed and delivered this instrument under seal
effective as of the date first above written.


 


 


	
  WITNESS/ATTEST

  	
  GUARANTOR:

  



 


	
   

  	
  INLAND AMERICAN REAL ESTATE

  TRUST, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: G. Joseph Cosenza

  	
   

  
	
   

  	
  Title: Authorized Agent

  	
   

  
						



 


3

















 


GUARANTY


 


THIS GUARANTY
(this “Guaranty”) is made effective as of June
8, 2006 by INLAND AMERICAN REAL ESTATE TRUST, INC. (the “Guarantor”)
in favor of CE INVESTMENT ASSOCIATES 2001 LLC (together with its permitted
successors and assigns, the “Investor”)


 


RECITALS


 


WHEREAS, INLAND
AMERICAN GREENVILLE PLEASANTBURG MEMBER II, L.L.C., a Delaware limited
liability company and a wholly owned subsidiary of Guarantor (“Inland”), and Investor entered into that certain Limited
Liability Company Agreement (the “LLC Agreement”),
dated as of the date hereof, of Inland American Ceruzzi Greenville Pleasantburg
Member, L.L.C. (the “Company”);


 


WHEREAS, pursuant
to the terms of the LLC Agreement, Inland is required, from time to time, to
cause the Company to make a payment to the Investor of the “Investor Preferred
Return” (as such term is defined and determined under the LLC Agreement), and
may be required, from to time, to cause the Company to make a payment to the
Investor of the “Investor Liquidation Amount” (as such term is defined and
determined under the LLC Agreement); and


 


WHEREAS, in order
to induce the Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of the Company
to make payments to the Investor if, when and solely to the extent required
under the terms of the LLC Agreement, of the Investor Liquidation Amount.


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Guarantor hereby agrees as follows:


 


1.             Guaranty. 
The Guarantor hereby unconditionally and irrevocably guarantees to the
Investor (and/or its permitted successors and assigns) (i) from and after
twenty-four (24) months after the date hereof, any obligation of the Company,
if and when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such amounts are
required to be paid by the Company to the Investor under the terms of Section 10.9
of the LLC Agreement, and (ii) notwithstanding anything to the contrary
set forth herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred Return.


 


2.             Consent to Terms. 
The Guarantor hereby consents, without notice to the Guarantor, to the
extension, in whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the Investor Liquidation
Amount under the LLC Agreement, and agrees in case the dates of such payment
shall be extended in whole or in part, that all moneys due hereunder shall be
paid when due according to such extension or 


 

















 


extensions.  The Guarantor
further consents to the waiving or amendment by Inland and the Investor of any
term, covenant, or condition of the LLC Agreement.


 


3.             Waiver of Presentment. 
The Guarantor hereby waives presentment, demand of payment from the
maker, protest, and notice of nonpayment. 
The Guarantor hereby waives notice of acceptance of this Guaranty by the
Investor and any and all notices and demands of every kind and description
which may be required to be given by any statute or rule of law, and
agrees that the liability of the Guarantor hereunder shall in no way be
affected, diminished, or released by any forbearance which may be granted to
the Company (or to any successor thereto or to any person or entity which shall
have assumed the obligations thereof) or by any waiver of any term, covenant,
or condition in the LLC Agreement by the Investor or by reason of any change or
modification in the LLC Agreement, or by the acceptance of additional security.


 


4.             No Exhaustion of Other Remedies. 
The Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising any other
right available to it under the terms of the LLC Agreement or against any other
person or entity, and the exercise of any of the aforementioned rights shall
not constitute a legal or equitable discharge of the Guarantor, it being the
purpose and intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.


 


5.             Restatement of Guaranty. 
This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment is rescinded or must otherwise be
returned by the Investor upon the insolvency, bankruptcy, or reorganization of
Inland and/or the Company or otherwise, all as though such payment had not been
made.


 


6.             Waiver of Promptness. 
The Guarantor hereby waives promptness, diligence, notice of acceptance,
and any other notice with respect to any of the terms, covenants, or conditions
of the LLC Agreement, and this Guaranty and any requirement that the Company
protect, secure, perfect, or insure any security interest, lien, or any
property subject thereto or exhaust any right or take any action against the
Company or any other person, entity, or any collateral.


 


7.             Governing Law. 
This Guaranty, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto shall be governed by and construed in
accordance with the laws of the State of Delaware (but not including the choice
of law rules thereof).


 


8.             Creditor’s Rights. 
The rights, powers, privileges, and discretions (the “rights”) to which the Investor may
be entitled hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns.  All
the rights of the Investor are cumulative and not alternative and may be
enforced successively or concurrently. 
Failure of the Investor to exercise any of its rights shall not be
deemed a waiver thereof, and no waiver of any of its rights shall be deemed to
apply to any other rights, nor shall it be effective unless in writing and
signed by the Creditor.  The terms,
covenants, and conditions of or imposed upon the Guarantor herein shall be
binding upon its successors and assigns. 
The Guarantor may not delegate or assign any of its obligations under this
Guaranty.


 


2

















 


9.             Severability. 
In case any provision (or any part of any provision) contained in this
Guaranty shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision (or remaining part of the affected provision) of
this Guaranty but this Guaranty shall be construed as if such invalid, illegal,
or unenforceable provision (or part thereof) had never been contained herein
but only to the extent it is invalid, illegal, or unenforceable.


 


10.           Gender; Captions. 
When used herein, the singular shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders.  Section headings are used solely for the
convenience of the parties and are not intended to limit or define any section.


 


11.           Time of Essence. 
Time is of the essence to each and every provision of this Guaranty.


 


IN WITNESS
WHEREOF, the Guarantor has executed and delivered this instrument under seal
effective as of the date first above written.


 


 


	
  WITNESS/ATTEST

  	
  GUARANTOR:

  



 


	
   

  	
  INLAND AMERICAN REAL ESTATE

  TRUST, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: G. Joseph Cosenza

  	
   

  
	
   

  	
  Title: Authorized Agent

  	
   

  
						



 


3

















 


GUARANTY


 


THIS GUARANTY
(this “Guaranty”) is made effective as of June
8, 2006 by INLAND AMERICAN REAL ESTATE TRUST, INC. (the “Guarantor”)
in favor of CE INVESTMENT ASSOCIATES 2001 LLC (together with its permitted
successors and assigns, the “Investor”)


 


RECITALS


 


WHEREAS, INLAND
AMERICAN MALDEN MEMBER II, L.L.C., a Delaware limited liability company and a
wholly owned subsidiary of Guarantor (“Inland”), and
Investor entered into that certain Limited Liability Company Agreement (the “LLC Agreement”), dated as of the date hereof, of Inland
American Ceruzzi Malden Member, L.L.C. (the “Company”);


 


WHEREAS, pursuant
to the terms of the LLC Agreement, Inland is required, from time to time, to
cause the Company to make a payment to the Investor of the “Investor Preferred
Return” (as such term is defined and determined under the LLC Agreement), and
may be required, from to time, to cause the Company to make a payment to the
Investor of the “Investor Liquidation Amount” (as such term is defined and
determined under the LLC Agreement); and


 


WHEREAS, in order
to induce the Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of the Company
to make payments to the Investor if, when and solely to the extent required
under the terms of the LLC Agreement, of the Investor Liquidation Amount.


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Guarantor hereby agrees as follows:


 


1.             Guaranty. 
The Guarantor hereby unconditionally and irrevocably guarantees to the
Investor (and/or its permitted successors and assigns) (i) from and after
twenty-four (24) months after the date hereof, any obligation of the Company,
if and when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such amounts are
required to be paid by the Company to the Investor under the terms of Section 10.9
of the LLC Agreement, and (ii) notwithstanding anything to the contrary
set forth herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred Return.


 


2.             Consent to Terms. 
The Guarantor hereby consents, without notice to the Guarantor, to the
extension, in whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the Investor Liquidation
Amount under the LLC Agreement, and agrees in case the dates of such payment
shall be extended in whole or in part, that all moneys due hereunder shall be
paid when due according to such extension or extensions.  The Guarantor further consents to the waiving
or amendment by Inland and the Investor of any term, covenant, or condition of
the LLC Agreement.


 

















 


3.             Waiver of Presentment. 
The Guarantor hereby waives presentment, demand of payment from the
maker, protest, and notice of nonpayment. 
The Guarantor hereby waives notice of acceptance of this Guaranty by the
Investor and any and all notices and demands of every kind and description
which may be required to be given by any statute or rule of law, and
agrees that the liability of the Guarantor hereunder shall in no way be
affected, diminished, or released by any forbearance which may be granted to
the Company (or to any successor thereto or to any person or entity which shall
have assumed the obligations thereof) or by any waiver of any term, covenant,
or condition in the LLC Agreement by the Investor or by reason of any change or
modification in the LLC Agreement, or by the acceptance of additional security.


 


4.             No Exhaustion of Other Remedies. 
The Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising any other
right available to it under the terms of the LLC Agreement or against any other
person or entity, and the exercise of any of the aforementioned rights shall not
constitute a legal or equitable discharge of the Guarantor, it being the
purpose and intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.


 


5.             Restatement of Guaranty. 
This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment is rescinded or must otherwise be
returned by the Investor upon the insolvency, bankruptcy, or reorganization of
Inland and/or the Company or otherwise, all as though such payment had not been
made.


 


6.             Waiver of Promptness. 
The Guarantor hereby waives promptness, diligence, notice of acceptance,
and any other notice with respect to any of the terms, covenants, or conditions
of the LLC Agreement, and this Guaranty and any requirement that the Company
protect, secure, perfect, or insure any security interest, lien, or any
property subject thereto or exhaust any right or take any action against the
Company or any other person, entity, or any collateral.


 


7.             Governing Law. 
This Guaranty, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto shall be governed by and construed in
accordance with the laws of the State of Delaware (but not including the choice
of law rules thereof).


 


8.             Creditor’s Rights. 
The rights, powers, privileges, and discretions (the “rights”) to which the Investor may
be entitled hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns.  All
the rights of the Investor are cumulative and not alternative and may be
enforced successively or concurrently. 
Failure of the Investor to exercise any of its rights shall not be
deemed a waiver thereof, and no waiver of any of its rights shall be deemed to
apply to any other rights, nor shall it be effective unless in writing and
signed by the Creditor.  The terms,
covenants, and conditions of or imposed upon the Guarantor herein shall be
binding upon its successors and assigns. 
The Guarantor may not delegate or assign any of its obligations under
this Guaranty.


 


9.             Severability. 
In case any provision (or any part of any provision) contained in this
Guaranty shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, 


 


2

















 


such invalidity, illegality, or unenforceability shall not affect any
other provision (or remaining part of the affected provision) of this Guaranty
but this Guaranty shall be construed as if such invalid, illegal, or
unenforceable provision (or part thereof) had never been contained herein but
only to the extent it is invalid, illegal, or unenforceable.


 


10.           Gender; Captions. 
When used herein, the singular shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders.  Section headings are used solely for the
convenience of the parties and are not intended to limit or define any section.


 


11.           Time of Essence. 
Time is of the essence to each and every provision of this Guaranty.


 


IN WITNESS
WHEREOF, the Guarantor has executed and delivered this instrument under seal
effective as of the date first above written.


 


 


	
  WITNESS/ATTEST

  	
  GUARANTOR:

  



 


	
   

  	
  INLAND AMERICAN REAL ESTATE 

  TRUST, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: G. Joseph Cosenza

  	
   

  
	
   

  	
  Title: Authorized Agent

  	
   

  
						



 


3

















 


GUARANTY


 


THIS GUARANTY
(this “Guaranty”) is made effective as of June
8, 2006 by INLAND AMERICAN REAL ESTATE TRUST, INC. (the “Guarantor”)
in favor of CE INVESTMENT ASSOCIATES 2001 LLC (together with its permitted
successors and assigns, the “Investor”)


 


RECITALS


 


WHEREAS, INLAND
AMERICAN SICKLERVILLE MEMBER II, L.L.C., a Delaware limited liability company
and a wholly owned subsidiary of Guarantor (“Inland”),
and Investor entered into that certain Limited Liability Company Agreement (the
“LLC Agreement”), dated as of the date
hereof, of Inland American Ceruzzi Sicklerville Member, L.L.C. (the “Company”);


 


WHEREAS, pursuant
to the terms of the LLC Agreement, Inland is required, from time to time, to
cause the Company to make a payment to the Investor of the “Investor Preferred
Return” (as such term is defined and determined under the LLC Agreement), and
may be required, from to time, to cause the Company to make a payment to the
Investor of the “Investor Liquidation Amount” (as such term is defined and
determined under the LLC Agreement); and


 


WHEREAS, in order
to induce the Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of the Company to
make payments to the Investor if, when and solely to the extent required under
the terms of the LLC Agreement, of the Investor Liquidation Amount.


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Guarantor hereby agrees as follows:


 


1.             Guaranty. 
The Guarantor hereby unconditionally and irrevocably guarantees to the
Investor (and/or its permitted successors and assigns) (i) from and after
twenty-four (24) months after the date hereof, any obligation of the Company,
if and when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such amounts are
required to be paid by the Company to the Investor under the terms of Section 10.9
of the LLC Agreement, and (ii) notwithstanding anything to the contrary
set forth herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred Return.


 


2.             Consent to Terms. 
The Guarantor hereby consents, without notice to the Guarantor, to the
extension, in whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the Investor Liquidation
Amount under the LLC Agreement, and agrees in case the dates of such payment
shall be extended in whole or in part, that all moneys due hereunder shall be
paid when due according to such extension or 


 

















 


extensions.  The Guarantor further consents to the waiving
or amendment by Inland and the Investor of any term, covenant, or condition of
the LLC Agreement.


 


3.             Waiver of Presentment. 
The Guarantor hereby waives presentment, demand of payment from the
maker, protest, and notice of nonpayment.  The Guarantor hereby waives notice of
acceptance of this Guaranty by the Investor and any and all notices and demands
of every kind and description which may be required to be given by any statute
or rule of law, and agrees that the liability of the Guarantor hereunder
shall in no way be affected, diminished, or released by any forbearance which
may be granted to the Company (or to any successor thereto or to any person or
entity which shall have assumed the obligations thereof) or by any waiver of
any term, covenant, or condition in the LLC Agreement by the Investor or by
reason of any change or modification in the LLC Agreement, or by the acceptance
of additional security.


 


4.             No Exhaustion of Other Remedies. 
The Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising any other
right available to it under the terms of the LLC Agreement or against any other
person or entity, and the exercise of any of the aforementioned rights shall
not constitute a legal or equitable discharge of the Guarantor, it being the
purpose and intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.


 


5.             Restatement of Guaranty. 
This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment is rescinded or must otherwise be
returned by the Investor upon the insolvency, bankruptcy, or reorganization of
Inland and/or the Company or otherwise, all as though such payment had not been
made.


 


6.             Waiver of Promptness. 
The Guarantor hereby waives promptness, diligence, notice of acceptance,
and any other notice with respect to any of the terms, covenants, or conditions
of the LLC Agreement, and this Guaranty and any requirement that the Company
protect, secure, perfect, or insure any security interest, lien, or any
property subject thereto or exhaust any right or take any action against the
Company or any other person, entity, or any collateral.


 


7.             Governing Law. 
This Guaranty, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto shall be governed by and construed in
accordance with the laws of the State of Delaware (but not including the choice
of law rules thereof).


 


8.             Creditor’s Rights. 
The rights, powers, privileges, and discretions (the “rights”) to which the Investor may
be entitled hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns.  All
the rights of the Investor are cumulative and not alternative and may be
enforced successively or concurrently. 
Failure of the Investor to exercise any of its rights shall not be
deemed a waiver thereof, and no waiver of any of its rights shall be deemed to apply
to any other rights, nor shall it be effective unless in writing and signed by
the Creditor.  The terms, covenants, and
conditions of or imposed upon the Guarantor herein shall be binding upon its
successors and assigns.  The Guarantor
may not delegate or assign any of its obligations under this Guaranty.


 


2

















 


9.             Severability. 
In case any provision (or any part of any provision) contained in this
Guaranty shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision (or remaining part of the affected provision) of
this Guaranty but this Guaranty shall be construed as if such invalid, illegal,
or unenforceable provision (or part thereof) had never been contained herein
but only to the extent it is invalid, illegal, or unenforceable.


 


10.           Gender; Captions. 
When used herein, the singular shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders.  Section headings are used solely for the
convenience of the parties and are not intended to limit or define any section.


 


11.           Time of Essence. 
Time is of the essence to each and every provision of this Guaranty.


 


IN WITNESS
WHEREOF, the Guarantor has executed and delivered this instrument under seal
effective as of the date first above written.


 


 


	
  WITNESS/ATTEST

  	
  GUARANTOR:

  



 


	
   

  	
  INLAND AMERICAN REAL ESTATE TRUST, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: G. Joseph Cosenza

  	
   

  
	
   

  	
  Title: Authorized Agent

  	
   

  
						



 


3

















 


GUARANTY


 


THIS GUARANTY
(this “Guaranty”) is made effective as of June
8, 2006 by INLAND AMERICAN REAL ESTATE TRUST, INC. (the “Guarantor”)
in favor of CE INVESTMENT ASSOCIATES 2001 LLC (together with its permitted
successors and assigns, the “Investor”)


 


RECITALS


 


WHEREAS, INLAND
AMERICAN SOUTHINGTON MEMBER II, L.L.C., a Delaware limited liability company
and a wholly owned subsidiary of Guarantor (“Inland”),
and Investor entered into that certain Limited Liability Company Agreement (the
“LLC Agreement”), dated as of the date
hereof, of Inland American Ceruzzi Southington Member, L.L.C. (the “Company”);


 


WHEREAS, pursuant
to the terms of the LLC Agreement, Inland is required, from time to time, to
cause the Company to make a payment to the Investor of the “Investor Preferred
Return” (as such term is defined and determined under the LLC Agreement), and
may be required, from to time, to cause the Company to make a payment to the
Investor of the “Investor Liquidation Amount” (as such term is defined and
determined under the LLC Agreement); and


 


WHEREAS, in order
to induce the Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of the Company
to make payments to the Investor if, when and solely to the extent required
under the terms of the LLC Agreement, of the Investor Liquidation Amount.


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Guarantor hereby agrees as follows:


 


1.             Guaranty. 
The Guarantor hereby unconditionally and irrevocably guarantees to the
Investor (and/or its permitted successors and assigns) (i) from and after
twenty-four (24) months after the date hereof, any obligation of the Company,
if and when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such amounts are
required to be paid by the Company to the Investor under the terms of Section 10.9
of the LLC Agreement, and (ii) notwithstanding anything to the contrary
set forth herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred Return.


 


2.             Consent to Terms. 
The Guarantor hereby consents, without notice to the Guarantor, to the
extension, in whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the Investor
Liquidation Amount under the LLC Agreement, and agrees in case the dates of
such payment shall be extended in whole or in part, that all moneys due
hereunder shall be paid when due according to such extension or 


 

















 


extensions.  The Guarantor further consents to the waiving
or amendment by Inland and the Investor of any term, covenant, or condition of
the LLC Agreement.


 


3.             Waiver of Presentment. 
The Guarantor hereby waives presentment, demand of payment from the
maker, protest, and notice of nonpayment. 
The Guarantor hereby waives notice of acceptance of this Guaranty by the
Investor and any and all notices and demands of every kind and description
which may be required to be given by any statute or rule of law, and
agrees that the liability of the Guarantor hereunder shall in no way be
affected, diminished, or released by any forbearance which may be granted to
the Company (or to any successor thereto or to any person or entity which shall
have assumed the obligations thereof) or by any waiver of any term, covenant,
or condition in the LLC Agreement by the Investor or by reason of any change or
modification in the LLC Agreement, or by the acceptance of additional security.


 


4.             No Exhaustion of Other Remedies. 
The Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising any other
right available to it under the terms of the LLC Agreement or against any other
person or entity, and the exercise of any of the aforementioned rights shall
not constitute a legal or equitable discharge of the Guarantor, it being the
purpose and intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.


 


5.             Restatement of Guaranty. 
This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment is rescinded or must otherwise be
returned by the Investor upon the insolvency, bankruptcy, or reorganization of
Inland and/or the Company or otherwise, all as though such payment had not been
made.


 


6.             Waiver of Promptness. 
The Guarantor hereby waives promptness, diligence, notice of acceptance,
and any other notice with respect to any of the terms, covenants, or conditions
of the LLC Agreement, and this Guaranty and any requirement that the Company
protect, secure, perfect, or insure any security interest, lien, or any
property subject thereto or exhaust any right or take any action against the
Company or any other person, entity, or any collateral.


 


7.             Governing Law. 
This Guaranty, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto shall be governed by and construed in
accordance with the laws of the State of Delaware (but not including the choice
of law rules thereof).


 


8.             Creditor’s Rights. 
The rights, powers, privileges, and discretions (the “rights”) to which the Investor may
be entitled hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns.  All
the rights of the Investor are cumulative and not alternative and may be
enforced successively or concurrently. 
Failure of the Investor to exercise any of its rights shall not be
deemed a waiver thereof, and no waiver of any of its rights shall be deemed to
apply to any other rights, nor shall it be effective unless in writing and
signed by the Creditor.  The terms,
covenants, and conditions of or imposed upon the Guarantor herein shall be
binding upon its successors and assigns. 
The Guarantor may not delegate or assign any of its obligations under
this Guaranty.


 


2

















 


9.             Severability. 
In case any provision (or any part of any provision) contained in this
Guaranty shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision (or remaining part of the affected provision) of
this Guaranty but this Guaranty shall be construed as if such invalid, illegal,
or unenforceable provision (or part thereof) had never been contained herein
but only to the extent it is invalid, illegal, or unenforceable.


 


10.           Gender; Captions. 
When used herein, the singular shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders.  Section headings are used solely for the
convenience of the parties and are not intended to limit or define any section.


 


11.           Time of Essence. 
Time is of the essence to each and every provision of this Guaranty.


 


IN WITNESS
WHEREOF, the Guarantor has executed and delivered this instrument under seal
effective as of the date first above written.


 


 


	
  WITNESS/ATTEST

  	
  GUARANTOR:

  



 


	
   

  	
  INLAND AMERICAN REAL ESTATE TRUST, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: G. Joseph Cosenza

  	
   

  
	
   

  	
  Title: Authorized Agent

  	
   

  
						



 


3

















 


GUARANTY


 


THIS GUARANTY
(this “Guaranty”) is made effective as of June
8, 2006 by INLAND AMERICAN REAL ESTATE TRUST, INC. (the “Guarantor”)
in favor of CE INVESTMENT ASSOCIATES 2001 LLC (together with its permitted
successors and assigns, the “Investor”)


 


RECITALS


 


WHEREAS, INLAND
AMERICAN SWAMPSCOTT MEMBER II, L.L.C., a Delaware limited liability company and
a wholly owned subsidiary of Guarantor (“Inland”), and
Investor entered into that certain Limited Liability Company Agreement (the “LLC Agreement”), dated as of the date hereof, of Inland
American Ceruzzi Swampscott Member, L.L.C. (the “Company”);


 


WHEREAS, pursuant
to the terms of the LLC Agreement, Inland is required, from time to time, to
cause the Company to make a payment to the Investor of the “Investor Preferred
Return” (as such term is defined and determined under the LLC Agreement), and
may be required, from to time, to cause the Company to make a payment to the
Investor of the “Investor Liquidation Amount” (as such term is defined and
determined under the LLC Agreement); and


 


WHEREAS, in order
to induce the Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of the Company
to make payments to the Investor if, when and solely to the extent required
under the terms of the LLC Agreement, of the Investor Liquidation Amount.


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Guarantor
hereby agrees as follows:


 


1.             Guaranty. 
The Guarantor hereby unconditionally and irrevocably guarantees to the
Investor (and/or its permitted successors and assigns) (i) from and after
twenty-four (24) months after the date hereof, any obligation of the Company,
if and when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such amounts are
required to be paid by the Company to the Investor under the terms of Section 10.9
of the LLC Agreement, and (ii) notwithstanding anything to the contrary
set forth herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred Return.


 


2.             Consent to Terms. 
The Guarantor hereby consents, without notice to the Guarantor, to the
extension, in whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the Investor
Liquidation Amount under the LLC Agreement, and agrees in case the dates of
such payment shall be extended in whole or in part, that all moneys due
hereunder shall be paid when due according to such extension or


 

















 


extensions.  The Guarantor further
consents to the waiving or amendment by Inland and the Investor of any term,
covenant, or condition of the LLC Agreement.


 


3.             Waiver of Presentment. 
The Guarantor hereby waives presentment, demand of payment from the
maker, protest, and notice of nonpayment. 
The Guarantor hereby waives notice of acceptance of this Guaranty by the
Investor and any and all notices and demands of every kind and description
which may be required to be given by any statute or rule of law, and
agrees that the liability of the Guarantor hereunder shall in no way be
affected, diminished, or released by any forbearance which may be granted to
the Company (or to any successor thereto or to any person or entity which shall
have assumed the obligations thereof) or by any waiver of any term, covenant,
or condition in the LLC Agreement by the Investor or by reason of any change or
modification in the LLC Agreement, or by the acceptance of additional security.


 


4.             No Exhaustion of Other Remedies. 
The Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising any other
right available to it under the terms of the LLC Agreement or against any other
person or entity, and the exercise of any of the aforementioned rights shall
not constitute a legal or equitable discharge of the Guarantor, it being the
purpose and intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.


 


5.             Restatement of Guaranty. 
This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment is rescinded or must otherwise be
returned by the Investor upon the insolvency, bankruptcy, or reorganization of
Inland and/or the Company or otherwise, all as though such payment had not been
made.


 


6.             Waiver of Promptness. 
The Guarantor hereby waives promptness, diligence, notice of acceptance,
and any other notice with respect to any of the terms, covenants, or conditions
of the LLC Agreement, and this Guaranty and any requirement that the Company
protect, secure, perfect, or insure any security interest, lien, or any
property subject thereto or exhaust any right or take any action against the
Company or any other person, entity, or any collateral.


 


7.             Governing Law. 
This Guaranty, the rights and obligations of the parties hereto, and any
claims or disputes relating thereto shall be governed by and construed in
accordance with the laws of the State of Delaware (but not including the choice
of law rules thereof).


 


8.             Creditor’s Rights. 
The rights, powers, privileges, and discretions (the “rights”) to which the Investor may
be entitled hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns.  All
the rights of the Investor are cumulative and not alternative and may be
enforced successively or concurrently. 
Failure of the Investor to exercise any of its rights shall not be
deemed a waiver thereof, and no waiver of any of its rights shall be deemed to
apply to any other rights, nor shall it be effective unless in writing and
signed by the Creditor.  The terms,
covenants, and conditions of or imposed upon the Guarantor herein shall be
binding upon its successors and assigns. 
The Guarantor may not delegate or assign any of its obligations under
this Guaranty.


 


2

















 


9.             Severability. 
In case any provision (or any part of any provision) contained in this
Guaranty shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision (or remaining part of the affected provision) of
this Guaranty but this Guaranty shall be construed as if such invalid, illegal,
or unenforceable provision (or part thereof) had never been contained herein
but only to the extent it is invalid, illegal, or unenforceable.


 


10.           Gender; Captions. 
When used herein, the singular shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders.  Section headings are used solely for the
convenience of the parties and are not intended to limit or define any section.


 


11.           Time of Essence. 
Time is of the essence to each and every provision of this Guaranty.


 


IN WITNESS
WHEREOF, the Guarantor has executed and delivered this instrument under seal
effective as of the date first above written.


 


 


	
  WITNESS/ATTEST

  	
  GUARANTOR:

  



 


	
   

  	
  INLAND AMERICAN REAL ESTATE 

  TRUST, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
  Name: G. Joseph Cosenza

  	
   

  
	
   

  	
  Title: Authorized Agent

  	
   

  
						



 


3