POST-CLOSING AGREEMENT

 

                                                                  Exhibit 10.323

                             POST-CLOSING AGREEMENT

KeyBank National Association
911 Main Street, Suite 1500
Kansas City, Missouri 64105

                          Re:  Loan No. 10024998 made by KeyBank National
                               Association, a national banking association
                               ("Lender"), to Inland Western Tallahassee
                               Governor's One, L.L.C., a Delaware limited
                               liability company ("Borrower") in the amount of
                               $20,625,000.00 (the "Loan")

Gentlemen:

     The above-referenced Loan is scheduled to fund on August 17, 2004. As a
condition to funding, Lender has required that this Agreement be executed and
delivered to Lender. In connection with the Loan, the undersigned does hereby
certify to and agree with the Lender as follows:

     1.   OUTSTANDING MATTER. Attached hereto as Schedule "A" are specific
requirements which must be met by the Delivery Date set forth in said Schedule
A. The undersigned acknowledges that the Loan Documents are being executed and
the Loan closed and funds disbursed in connection therewith without all the Loan
requirements being met but on the express condition that Borrower will comply
with the requirements and agreements contained in this Agreement and that the
execution of the Loan documents shall not constitute any admission by the Lender
that all the Loan requirements have been met.

     2.   INDEMNITY. Borrower agrees to indemnify, defend and hold harmless
Lender for, from and against any and all losses, claims, liabilities, damages,
demands, actions, penalties, costs and expenses (including, without limitation,
the fees and disbursements of legal counsel) incurred by Lender arising out of
the failure of Borrower to perform its obligations under this Agreement.

     3.   OBLIGATIONS UNDER THIS AGREEMENT. Borrower shall use its best efforts
to comply with the provisions of this Agreement.

     4.   SURVIVAL OF AGREEMENT. This Agreement shall survive any funding of the
Loan.

     5.   BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of
Lender, its successor and assigns, including any successive holder of the Loan.

     6.   ATTORNEY'S FEES. Borrower shall pay any and all costs and expenses,
including legal expenses and attorneys' fees, reasonably incurred or paid by
Lender in collecting any amount payable hereunder or in enforcing its rights
hereunder, whether or not any legal



proceeding is commenced hereunder, together with interest thereon at the Default
Rate (as defined in the Loan Agreement) from the date paid or incurred by Lender
until such expenses are paid by Borrower.

Dated this _____ day of August, 2004

BORROWER:                          INLAND WESTERN TALLAHASSEE
                                   GOVERNOR'S ONE, L.L.C., a Delaware limited
                                   liability company

                                   By:  Inland Western Retail Real Estate Trust,
                                        Inc., a Maryland corporation, its sole
                                        member

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



STATE OF ILLINOIS

COUNTY OF COOK

     On this 17 day of August, 2004, before me, the undersigned Notary Public,
personally appeared VALERIE MEDINA as ASST SEC of INLAND WESTERN RETAIL REAL
ESTATE TRUST, INC., a Maryland corporation, which is the sole member and manager
of INLAND WESTERN TALLAHASSEE GOVERNOR'S ONE, L.L.C., a Delaware limited
liability company, who executed the foregoing instrument, and acknowledged the
execution thereof to be his/her free act and deed as such officer on behalf of
said corporation in its capacity as general partner of said partnership, in its
capacity as sole member and manager of said limited liability company for the
use and purposes therein mentioned, and the said instrument is the act and deed
of said corporation, limited partnership and limited liability company.

        OFFICIAL SEAL
       ANDREW M. VIOLA
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES 6-13-2007

[Notarial Seal]                      /s/ Andrew M. Viola
                                   ----------------------------
                                   Print Name: ANDREW M. VIOLA
                                              ----------------

My commission expires:     6/13/07
                      ---------------------



                            SCHEDULE "A" REQUIREMENTS

ITEM DELIVERY DATE ---- ------------- 1. Delivery of Final Certificate of Occupancy for Atlanta Bread November 17, 2004 2. Delivery of Final Certificate of Occupancy for Qdoba November 17, 2004 3. Delivery of Final Certificate of Occupancy for Nextel November 17, 2004 4. Delivery of Final Certificate of Occupancy for Sprint PCS November 17, 2004 5. Delivery of Final Certificate of Occupancy for Alltell November 17, 2004 6. Delivery of Final Certificate of Occupancy for Cingular Wireless. November 17, 2004 7. Delivery of Final Certificate of Occupancy for Ujamma November 17, 2004

Basic Info X:

Name: POST-CLOSING AGREEMENT
Type: Post-closing Agreement
Date: Sept. 15, 2004
Company: RETAIL PROPERTIES OF AMERICA, INC.
State: Maryland

Other info: