INLAND WESTERN RETAIL REAL ESTATE TRUST INC
EXHIBIT 10.52
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<TYPE>EX-10.52
<SEQUENCE>41
<FILENAME>a2128945zex-10_52.txt
<DESCRIPTION>EXHIBIT 10.52
<TEXT>
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                                                                   Exhibit 10.52

                                    GUARANTY
                                 LOAN NO. 753821

         THIS GUARANTY (as the same may from time to time hereafter be modified,
supplemented or amended, the "GUARANTY") is made as of February ___, 2004, by
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, having an
office at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("GUARANTOR"), in
favor of PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation, having a
principal place of business and post office address at c/o Principal Real Estate
Investors, LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450 ("LENDER").

                                    RECITALS:

         Lender has agreed to make a loan (the "LOAN") in the original principal
sum of Thirty Two Million Five Hundred Twenty Eight Thousand and 00/100 Dollars
($32,528,000.00) (the "LOAN AMOUNT") to INLAND WESTERN SAN ANTONIO LIMITED
PARTNERSHIP, an Illinois limited partnership ("BORROWER"); and

         The Loan is evidenced by Borrower's secured promissory note made
payable and delivered to Lender (as the same may from time to time hereafter be
modified, amended, supplemented, extended or consolidated in writing, and any
note(s) issued in exchange therefor or replacement thereof, the "NOTE") and
further evidenced and secured by a "MORTGAGE" (it being agreed that "Mortgage"
as hereinafter used shall be construed to mean "mortgage" or "deed of trust" or
"trust deed" or "deed to secure debt" as the context so requires) on certain
real estate located in Bexar County, Texas, together with all existing
improvements constructed thereon, said Premises being more particularly
described in said Mortgage, and an Assignment of Leases ("ASSIGNMENT OF
LEASES"); and

         In connection with the Loan, the Borrower has also executed that
certain Environmental Indemnity Agreement ("ENVIRONMENTAL INDEMNITY") for the
benefit of Lender (the Note, ENVIRONMENTAL INDEMNITY, Mortgage and Assignment of
Leases and all other instruments or agreements by which the Loan is evidenced or
secured are hereinafter collectively referred to as the "UNDERLYING
INSTRUMENTS"); and

         It is a condition of Lender's agreement to make the Loan that Guarantor
be unconditionally liable for and personally guarantee the payment and
performance of certain liabilities and obligations of the Borrower under the
Underlying Instruments upon the terms and conditions as are hereinafter set
forth; and

         WHEREAS, Guarantor is financially interested in Borrower and is
materially benefited by the consummation of the Loan and has agreed to
unconditionally and personally guarantee the payment and performance of certain
liabilities and obligations of Borrower under the Underlying Instruments upon
the terms and conditions as are hereinafter set forth.

         NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower,
Guarantor intending to be legally bound, hereby makes the following
representations and warranties to the Lender and hereby covenants and agrees
with the Lender as follows:

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1.       Guarantor absolutely, irrevocably and unconditionally guarantees to the
         Lender payment and the full, faithful and timely performance of any and
         all liabilities and obligations of Borrower whether now existing or
         hereafter incurred under the Environmental Indemnity and paragraph 9 of
         the Note (all of which payments, liabilities and obligations are
         hereinafter collectively referred to as the "GUARANTEED OBLIGATIONS").

2.       Guarantor absolutely, irrevocably and unconditionally waives notice of
         acceptance of this Guaranty and notice of any default, intent to
         accelerate maturity, acceleration of maturity, payment, liability or
         obligation to which it may apply, and waives presentment, demand of
         payment, protest, notice of dishonor or nonpayment of such liabilities
         under this Guaranty or any of the Underlying Instruments creating the
         Guaranteed Obligations and any suit or taking other action by the
         Lender against, and any other notice to, any party liable thereon or
         any property which may be security therefor.

3.       The Lender may at any time and from time to time without the consent
         of, or notice to, Guarantor, without incurring any responsibility to
         Guarantor and without impairing or releasing any of the obligations of
         Guarantor hereunder, upon or without any terms or conditions and in
         whole or in part:

         (a)      renew, alter or change the interest rate, manner, time, place
                  or terms of payment or performance of any of the Guaranteed
                  Obligations, or any liability incurred directly or indirectly
                  in respect thereof, whereupon the guaranty herein made shall
                  apply to the Guaranteed Obligations as so changed, extended,
                  renewed or altered;

         (b)      sell, exchange, release, surrender, and in any manner and in
                  any order realize upon or otherwise deal with any property at
                  any time directly and absolutely assigned or pledged or
                  mortgaged to secure the Guaranteed Obligations or any
                  liabilities (including any of those hereunder) incurred
                  directly or indirectly in respect thereof;

         (c)      exercise or refrain from exercising any rights against
                  Borrower or any other person (including Guarantor) or
                  otherwise act or refrain from acting with regard to the
                  Underlying Instruments, Guaranteed Obligations or this
                  Guaranty;

         (d)      settle or compromise any of the Guaranteed Obligations, any
                  security therefor or any liability (including any of those
                  hereunder) incurred directly or indirectly in respect thereof
                  or hereof, and/or subordinate the payment of all or any part
                  thereof to the payment of any liability of Borrower (whether
                  or not then due) to creditors of Borrower other than the
                  Lender and Guarantor;

         (e)      apply any sums in whatever manner paid or realized to any
                  liability or liabilities of Borrower to the Lender regardless
                  of what liability or liabilities of Borrower remain unpaid;

         (f)      consent to or waive any breach of or any act, omission or
                  default under the Underlying Instruments or otherwise amend,
                  modify or supplement any of such instruments or agreements;
                  and/or

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         (g)      sell, convey or assign, whether into a securitized transaction
                  or otherwise, all or any part of Lender's interest in this
                  Guaranty and the Underlying Instruments.

4.       (a)      No invalidity, irregularity or unenforceability of all or any
                  part of the Underlying Instruments, the Guaranteed Obligations
                  or this Guaranty, or of any security therefor, shall affect,
                  impair or constitute a defense to this Guaranty. This Guaranty
                  is a direct and primary obligation of Guarantor, and
                  Guarantor's obligations hereunder are not as a surety. This is
                  a guaranty of payment and performance, and not merely a
                  guaranty of collection.

         (b)      Guarantor acknowledges and agrees that this Guaranty and
                  Guarantor's obligations with respect to payments and
                  performance under the Environmental Indemnity shall remain in
                  full force and effect, notwithstanding the fact that the Note
                  and payments due under the other Underlying Instruments have
                  been paid in full.

5.       (a)      Notwithstanding any payment or payments made by Guarantor
                  hereunder, Guarantor will not assert or exercise any right of
                  the Lender or of such Guarantor against Borrower to recover
                  the amount of any payment made by such Guarantor to the Lender
                  by way of subrogation, reimbursement, contribution, indemnity
                  or otherwise arising by contract or operation of law, and
                  Guarantor shall not have any right of recourse to or any claim
                  against assets or property of Borrower, whether or not the
                  obligations of Borrower have been satisfied, all of such
                  rights being herein expressly waived by Guarantor. The
                  provisions of this paragraph shall survive the termination of
                  this Guaranty, and any satisfaction and discharge of Borrower
                  by virtue of any payment, court order or any applicable law.

         (b)      Notwithstanding the provisions of Section 5(a), Guarantor
                  shall have and be entitled to all rights of subrogation
                  otherwise provided by applicable law in respect of any payment
                  Guarantor may make or be obligated to make under this
                  Guaranty, and to assert and enforce the same, in each case on
                  and after, but at no time prior to, the date (the "SUBROGATION
                  TRIGGER DATE") which is 91 days after the date on which all
                  obligations under the Underlying Instruments shall have been
                  paid or performed in full, if and only if the existence of
                  Guarantor's rights under this Section 5(b) would not make
                  Guarantor a creditor (as defined in the Bankruptcy Reform Act
                  of 1978, an amended, 11 U.S.C. Sections 101 et seq., and the
                  regulations adopted and promulgated pursuant thereto) of
                  Borrower in any insolvency bankruptcy, reorganization or
                  similar proceeding commenced on or prior to the Subrogation
                  Trigger Date.

         (c)      In the event that Guarantor shall advance or become obligated
                  to pay any sums with respect to any obligation hereby
                  guaranteed or in the event that for any reason whatsoever the
                  Borrower or any subsequent owner of the collateral securing
                  the Loan is now, or shall hereafter become, indebted to
                  Guarantor, Guarantor agrees that the amount of such sums and
                  of such Indebtedness together with all interest thereon, shall
                  at all times be subordinate as to the lien, time of payment
                  and in all other respects, to all sums, including principal,
                  interest and

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                  other Indebtedness, at any time owing to the Lender under any
                  of the Underlying Instruments. Nothing herein contained is
                  intended or shall be construed to give to Guarantor any right
                  to participate in any way in the right, title or interest of
                  the Lender in or to the collateral securing the Loan,
                  notwithstanding any payments made by Guarantor under this
                  Guaranty, all such rights of participation being hereby
                  expressly waived and released.

6.       Guarantor agrees that to the extent that Borrower makes a payment or
         payments to Lender, which payment or payments or any part thereof are
         subsequently invalidated, declared to be fraudulent or preferential,
         set aside or required, for any of the foregoing reasons or for any
         other reasons, to be repaid or paid over to a custodian, trustee,
         receiver or any other party under any bankruptcy act, state or federal
         law, common law or equitable cause, then to the extent of such payment
         or repayment, the obligation or part thereof intended to be satisfied
         shall be revived and continued in full force and effect as if such
         payment had not been made.

7.       Guarantor makes the following representations and warranties which
         shall survive the execution and delivery of this Guaranty:

         (a)      Guarantor is and, until the Indebtedness is paid in full, will
                  continue to (i) be a duly organized and validly existing
                  entity in good standing under the laws of the state of its
                  formation, (ii) be duly qualified as a foreign entity in each
                  jurisdiction in which the nature of its business makes such
                  qualification necessary or desirable, (iii) have the requisite
                  power and authority to carry on its business as now being
                  conducted, (iv) have the requisite power to execute, deliver
                  and perform its obligations under this Guaranty, and (v)
                  comply with the provisions of all of its organizational
                  documents, and the Legal Requirements of the state of its
                  formation.

         (b)      The execution, delivery and performance of this Guaranty (i)
                  are within the applicable powers of Guarantor; (ii) have been
                  authorized by all requisite action; (iii) have received all
                  necessary approvals and consents, corporate, governmental or
                  otherwise; (iv) does not and will not violate, conflict with,
                  result in a breach of or constitute (with notice or lapse of
                  time, or both) a default under any provision of law, any order
                  or judgment of any court or governmental authority, the
                  articles of incorporation, by-laws, partnership, operating or
                  trust agreement, or other governing instrument of Guarantor,
                  or any indenture, agreement or other instrument to which
                  Guarantor is a party or by which Guarantor or any of
                  Guarantor's assets is or may be bound or affected; (v) does
                  not and will not result in the creation or imposition of any
                  lien, charge or encumbrance whatsoever upon any of Guarantor's
                  assets; and (vi) does not and will not require any
                  authorization or license from, or any filing with, any
                  governmental authority or other body.

         (c)      This Guaranty constitutes the legal, valid and binding
                  obligations of Guarantor, enforceable against Guarantor in
                  accordance with its terms, except as may be limited by (i)
                  bankruptcy, insolvency, reorganization or other similar laws

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                  affecting the rights of creditors generally, and (ii) general
                  principles of equity (regardless of whether considered in a
                  proceeding in equity or at law).

8.       Guarantor and Borrower are separate and distinct entities with no
         identity of interest with respect to any Indebtedness which may become
         owed or any payments which may be made hereunder. Borrower is not
         contractually bound to Guarantor with respect to any payments hereafter
         made under this Guaranty in any manner which would have the effect of
         imputing the liability of Guarantor hereunder to Borrower.

9.       Guarantor is related and/or affiliated with Borrower, has personal
         knowledge of and is familiar with Borrower's business affairs, books
         and records and has the ability to influence Borrower's financial
         decisions. Guarantor represents that Borrower is in sound financial
         condition as of the date of this Guaranty.

10.      Nothing herein contained shall in any manner affect the lien or
         priority of the Mortgage, and upon the occurrence of an Event of a
         Default, the Lender may invoke any remedies it may have under the
         Underlying Instruments, or this Guaranty, either concurrently or
         successively and the exercise of any one or more of such remedies shall
         not be deemed an exhaustion of such remedy or remedies or a waiver of
         any other remedy or remedies and shall not be deemed an election of
         remedies. Guarantor hereby specifically waives any defense to its
         performance under this Guaranty based upon an election of remedies by
         Lender, including but not limited to an election to foreclose by
         nonjudicial sale under any deed of trust or security agreement and
         pursue any other remedy which destroys, lessens or otherwise affects
         Guarantor's subrogation rights and/or its rights to reimbursement from
         or to proceed against Borrower or any other person, when resulting from
         the judicial or nonjudicial foreclosure (under any deed of trust or
         security agreement) or the selling or otherwise disposing of or
         collecting or applying any property, real or personal, securing the
         Note, or otherwise. The exercise by the Lender of any such remedies
         shall not release or discharge Guarantor from its obligations hereunder
         unless and until the full amount of the Indebtedness evidenced by the
         Note and secured as aforesaid has been fully paid and satisfied, and
         any such release or discharge shall be subject to the provisions of
         paragraph 4(b) hereof.

11.      This Guaranty shall remain in full force and effect until all
         obligations of the Borrower under the Underlying Instruments have been
         satisfied in full and are no longer subject to disgorgement under any
         applicable state or federal creditor rights or bankruptcy laws. No
         delay on the part of the Lender in exercising any options, powers or
         rights, or the partial or single exercise thereof, shall constitute a
         waiver thereof. No waiver of any rights hereunder, and no modification
         or amendment of this Guaranty, shall be deemed to be made by the Lender
         unless the same shall be in writing, duly signed on behalf of the
         Lender, and each such waiver (if any) shall apply only with respect to
         the specific instance involved and shall in no way impair the rights of
         the Lender or the obligations of Guarantor to the Lender in any other
         respect at any other time. This Guaranty and the rights and obligations
         of the Lender and of Guarantor hereunder shall be governed and
         construed in accordance with the laws of the state of Texas, without
         regard to its conflicts of law principles and this Guaranty is binding
         upon Guarantor, Guarantor's heirs,

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         personal representatives and permitted successors or assigns, and shall
         inure to the benefit of the Lender and its successors or assigns.

12.      Guarantor acknowledges that copies of the Underlying Instruments have
         been made available to Guarantor and that Guarantor is familiar with
         their contents. Guarantor affirmatively agrees that upon any Permitted
         Transfer effected in accordance with the provisions of the Underlying
         Instruments, it shall not be necessary for Guarantor to reaffirm its
         continuing obligations under this Guaranty, but Guarantor will do so
         upon request by Lender; provided, however, in the event a Permitted
         Transfer under items (ii) or (vi) of the Permitted Transfers occurs in
         compliance with the terms and conditions stated in the Mortgage, then
         Borrower may provide a substitute guarantor, acceptable to Lender in
         Lender's sole discretion, to assume the obligations of Guarantor under
         terms and conditions acceptable to Lender. Lender's approval of the
         substitute guarantor shall be deemed granted so long as such substitute
         guarantor is a Qualified Successor.

13.      GUARANTOR AND LENDER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
         WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTIONS
         BROUGHT BY GUARANTOR OR LENDER IN CONNECTION WITH THIS GUARANTY, ANY OF
         THE LOAN DOCUMENTS, THE INDEBTEDNESS SECURED HEREBY, OR ANY OTHER
         STATEMENTS OR ACTIONS OF LENDER.

14.      Each notice, consent, request or other communication under this
         Guaranty (each a "NOTICE") which any party hereto may desire or be
         required to give to the other shall be deemed to be adequate and
         sufficient notice if given in writing and service is made by either (i)
         registered or certified mail, postage prepaid, in which case such
         notice shall be deemed to have been received three (3) business days
         following deposit to U.S. mail; or (ii) nationally recognized overnight
         air courier, next day delivery, prepaid, in which case such notice
         shall be deemed to have been received one (1) business day following
         delivery to such nationally recognized overnight air courier. All
         Notices shall be addressed to Guarantor at its address given on the
         first page hereof, or to Lender at c/o Principal Real Estate Investors,
         LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450, Attn: Commercial
         Real Estate Servicing, Loan No. 753821, or to such other place as any
         party may by notice in writing to the other parties designate as a
         place for service of notice.

15.      Each Guarantor (if more than one) whose signature appears below shall
         be deemed to be bound by the provisions of this Guaranty and the
         Guaranteed Obligations, whether each signature was affixed at the same
         or different times, and the term "Guarantor" as used herein shall be
         deemed to refer to each individually, as well as collectively, and each
         of the undersigned shall be jointly and severally liable for the
         Guaranteed Obligations hereunder, both personally and with recourse,
         irrespective of the recourse or non-recourse nature of the Underlying
         Instruments. Guarantor agrees that if this Guaranty is placed in the
         hands of an attorney for enforcement, Guarantor will reimburse Lender
         all expenses incurred, including attorney's fees.

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16.      This Guaranty may be executed in counterparts, each of which shall be
         deemed an original; and such counterparts when taken together shall
         constitute but one agreement.

17.      Capitalized terms used herein and not otherwise defined shall have the
         meanings given to them in the Underlying Instruments.

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         IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly
executed and delivered as of the date first set forth above.

                     (REMAINDER OF PAGE INTENTIONALLY BLANK
                            SIGNATURES ON NEXT PAGE)

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                           SIGNATURE PAGE OF GUARANTOR
                                   TO GUARANTY

42-1579325
-------------------------------------
(Guarantor's Identification Number)


                                          INLAND WESTERN RETAIL REAL ESTATE
                                          TRUST, INC., a Maryland corporation


                                          By:   /s/ Valerie Medina
                                                --------------------------
                                                Name:  Valerie Medina
                                                       -------------------
                                                Title: Asst. Secretary
                                                       -------------------

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