LOAN AGREEMENT Dated as of December 27, 2012 between INLAND DIVERSIFIED LAS VEGAS CENTENNIAL CENTER, L.L.C. as Borrower and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., as LenderLoan Agreement • January 3rd, 2013 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Nevada
This LOAN AGREEMENT, dated as of December 27, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership, having an address at 110 East 59th Street, 6th Floor, New York, New York 10022 (“Lender”), and INLAND DIVERSIFIED LAS VEGAS CENTENNIAL CENTER, L.L.C., a Delaware limited liability company, having an address at c/o Inland Diversified Real Estate Trust, Inc., 2901 Butterfield Road, Oak Brook, Illinois 60523 (together with its successors and permitted assigns, “Borrower”).
INVESTMENT ADVISORY AGREEMENT FOR DISCRETIONARY ACCOUNTSInvestment Advisory Agreement • May 29th, 2009 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made and entered into as of this [ ] day of [ ], 2009 by and between Inland Diversified Real Estate Trust, Inc. (“Client”) and Inland Investment Advisors, Inc., an Illinois corporation (“Adviser”), an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), for the purpose of setting forth the terms and conditions pursuant to which Adviser will manage Client’s assets designed for management hereunder.
FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 1, 2012 AMONG INLAND DIVERSIFIED REAL ESTATE TRUST, INC., AS BORROWER AND KEYBANK NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT KEYBANC CAPITAL MARKETS AS SOLE LEAD ARRANGER AND RBS...Credit Agreement • November 7th, 2012 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
BUSINESS MANAGEMENT AGREEMENTBusiness Management Agreement • May 10th, 2013 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
THIS SECOND AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Agreement”), effective as of May 9, 2013, is entered into by and between Inland Diversified Real Estate Trust, Inc., a Maryland corporation (the “Company”), and Inland Diversified Business Manager & Advisor Inc., an Illinois corporation (the “Business Manager”) and, solely for purposes of Section 11 of this Agreement, INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation, as the sole stockholder of the Company (the “Sponsor”).
GUARANTY AGREEMENTGuaranty Agreement • May 25th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of May 19, 2011, by INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation, having an address at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Guarantor”), for the benefit of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).
INLAND DIVERSIFIED DAYVILLE KILLINGLY MEMBER, L.L.C. LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 10th, 2012 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) dated as of October 3, 2012, is made by and between Inland Diversified Killingly Member II, L.L.C., a Delaware limited liability company (“Inland”), and Dayville Unit Investors, LLC, a (the “Investor”).
ESCROW AGREEMENTEscrow Agreement • May 29th, 2009 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this day of , 2009 by and among Inland Diversified Real Estate Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
INLAND DIVERSIFIED REAL ESTATE TRUST, INC. 550,000,000 SHARES OF COMMON STOCK $.001 PAR VALUE PER SHARE DEALER MANAGER AGREEMENT August 24, 2009 Inland Securities Corporation 2901 Butterfield Road Oak Brook, Illinois 60523Dealer Manager Agreement • August 27th, 2009 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
Inland Diversified Real Estate Trust, Inc., a Maryland corporation formed on June 30, 2008 (the “Company”), and governed by bylaws (as may be amended from time to time, the “Bylaws”) and Articles of Incorporation (as may be amended from time to time, the “Articles”) in the form filed as exhibits to the Registration Statement, as described in Section 1(a) hereof (the Bylaws and Articles being hereinafter referred to as the “Organizational Documents”), is offering, upon the terms and conditions set forth in the Prospectus (as defined below), (i) on a “best efforts” basis up to 500,000,000 shares of common stock, $.001 par value per share (the “Shares”) for a purchase price of $10.00 per Share with a minimum initial investment of $3,000 ($1,000 in the case of tax-exempt entities) and (ii) up to 50,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment plan (collectively the “Offering”). Each subscriber will be required to enter
TERM LOAN AGREEMENT by and between INLAND DIVERSIFIED WHITE PLAINS CITY CENTER, L.L.C., a Delaware limited liability company, as Borrower, and BANK OF AMERICA, N.A., a national banking association, as Lender, with respect to acquisition refinancing...Term Loan Agreement • October 4th, 2012 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • New York
LOAN AGREEMENT Dated as of December 27, 2012 By and Among Borrowers (as defined herein) And THE ROYAL BANK OF SCOTLAND PLC, as LenderLoan Agreement • January 3rd, 2013 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • New York
LOAN AGREEMENT (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) dated as of December 27, 2012 (the “Effective Date”) by and among INLAND DIVERSIFIED LAS VEGAS CENTENNIAL GATEWAY, L.L.C., a Delaware limited liability company (“Centennial Borrower”), and INLAND DIVERSIFIED HENDERSON EASTGATE, L.L.C., a Delaware limited liability company (“Eastgate Borrower”; Centennial Borrower and Eastgate Borrower each a “Borrower” and collectively together with their respective permitted successors and assigns, “Borrowers”), and THE ROYAL BANK OF SCOTLAND PLC (together with its successors and assigns, “Lender”).
MASTER REAL ESTATE MANAGEMENT AGREEMENTMaster Real Estate Management Agreement • August 27th, 2009 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
THIS MASTER REAL ESTATE MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 24, 2009, is entered into by and between INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation (“Company”), and INLAND DIVERSIFIED ASSET SERVICES LLC, a Delaware limited liability company (“Manager”).
AGREEMENT AND PLAN OF MERGER AMONG KITE REALTY GROUP TRUST KRG MAGELLAN, LLC AND INLAND DIVERSIFIED REAL ESTATE TRUST, INC. DATED AS OF FEBRUARY 9, 2014Merger Agreement • February 12th, 2014 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 9, 2014 (this “Agreement”), is by and among Kite Realty Group Trust, a Maryland real estate investment trust that has elected to be treated as a real estate investment trust for federal income tax purposes (“Parent”), KRG Magellan, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Inland Diversified Real Estate Trust, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes (“Company”). Each of Parent, Merger Sub and Company is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 5th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Oklahoma
THIS PURCHASE AND SALE AGREEMENT (together with all exhibits attached hereto and any and all amendments hereto made in accordance with the terms hereof, this “Agreement”) is made and entered into as of the 23rd day of December, 2010, by and among INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, its successors, legal representatives and permitted assigns (“Purchaser”) and UTC I, LLC, an Oklahoma limited liability company (“Seller”).
AMENDED AND RESTATED MASTER REAL ESTATE MANAGEMENT AGREEMENTMaster Real Estate Management Agreement • September 14th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
This AMENDED AND RESTATED MASTER REAL ESTATE MANAGEMENT AGREEMENT (the “Agreement”) dated as of September 8, 2011, is entered into by and between INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation (the “Company”), and INLAND DIVERSIFIED ASSET SERVICES LLC, a Delaware limited liability company (the “Manager”).
LOAN AGREEMENT Dated as of December 21, 2010 By and among THE ENTITIES SET FORTH ON SCHEDULE I ATTACHED HERETO, collectively, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as LenderLoan Agreement • December 28th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • New York
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • June 16th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (as the same may from time to time hereafter be modified, supplemented or amended, this "Environmental Indemnity") is made as of June 10, 2010 by INLAND DIVERSIFIED PORT ST LUCIE LANDING, L.L.C., a Delaware limited liability company ("Borrower") and INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation ("Guarantor"), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association ("Lender") together with its respective successors and assigns. Capitalized terms used herein and not otherwise defined will have the meanings given to them in the Loan Agreement, of even date herewith, by and among Borrower, Guarantor and Lender (the "Loan Agreement").
NON-RECOURSE EXCEPTION GUARANTYNon-Recourse Exception Guaranty • June 16th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Florida
THIS NON-RECOURSE EXCEPTION GUARANTY (as the same may from time to time hereafter be modified, supplemented or amended, the "Guaranty") is made as of June 10, 2010 by INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation ("Guarantor"), in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, having a principal place of business and post office address at 127 Public Square, Cleveland, Ohio 44114 (the "Lender"), together with its respective successors and assigns.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 10th, 2009 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Maryland
This Indemnification Agreement (this “Agreement”), dated as of [ ] [ ], 2009, is made by and between Inland Diversified Real Estate Trust, Inc., a Maryland corporation (the “Company” or the “Indemnitor”), as indemnitor, and the director, officer, employee or agent of the Company executing this Agreement as of or subsequent to the date hereof whether by separate instrument, counterpart or otherwise, as indemnitee (the “Indemnified Party”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Company’s Articles of Incorporation (as amended or restated from time to time, the “Articles”).
MORTGAGE NOTEMortgage Note • May 17th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, INLAND DIVERSIFIED KISSIMMEE PLEASANT HILL, L.L.C., a Delaware limited liability company, having its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (hereinafter referred to as "Maker"), promises to pay to the order of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) ("John Hancock"), a Michigan corporation, its successors and assigns, at its address at 197 Clarendon Street, C-3, Boston, Massachusetts 02116 (John Hancock and each successor or assign being hereinafter referred to as "Payee"), or at such place as the holder hereof may from time to time designate in writing, the principal sum of Six Million Eight Hundred Thousand and 0/100 Dollars ($6,800,000.00) in lawful money of the United States of America with interest thereon to be computed from the date of disbursement of the loan proceeds at the Applicable Interest Rate (hereinafter defined).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • May 25th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • New York
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of the 19th day of May, 2011, by INLAND DIVERSIFIED NORMAN UNIVERSITY, L.L.C., a Delaware limited liability company, having an address at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Borrower”) and INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation, having an address at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Guarantor”; Borrower and Guarantor hereinafter referred to, individually and collectively, as the context may require, as (“Indemnitor”), in favor of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Indemnitee”) and the other Indemnified Parties (defined below).
BUSINESS MANAGEMENT AGREEMENTBusiness Management Agreement • July 16th, 2013 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
THIS THIRD AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Agreement”), effective as of July 10, 2013, is entered into by and between Inland Diversified Real Estate Trust, Inc., a Maryland corporation (the “Company”), and Inland Diversified Business Manager & Advisor Inc., an Illinois corporation (the “Business Manager”) and, solely for purposes of Section 11 of this Agreement, INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (the “Sponsor”).
OPERATING AGREEMENT OF OAK PROPERTY AND CASUALTY LLCOperating Agreement • November 15th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Vermont
This Amended and Restated Operating Agreement (“Agreement”) for Oak Property and Casualty LLC (the “Company”), is adopted and made effective as of the 31st day of March, 2009
EARNOUT AGREEMENTEarnout Agreement • March 17th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • North Carolina
This EARNOUT AGREEMENT (this “Earnout Agreement”) is made this 11th day of March, 2011, and entered into by and among REAMES INVESTORS, L.L.C., a North Carolina limited liability company (“Seller”), and INLAND DIVERSIFIED CHARLOTTE NORTHCREST, L.L.C., an Delaware limited liability company (“Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 17th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
This Indemnification Agreement made this 11th day of May, 2010 by INLAND DIVERSIFIED KISSIMMEE PLEASANT HILL, L.L.C., a Delaware limited liability company, having its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523, and INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation having its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (hereinafter, together, "Indemnitor"), to and for the benefit of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, having its principal place of business at John Hancock Place, 197 Clarendon Street, C-3, Boston, Massachusetts 02116 ("Mortgagee"),
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • December 28th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • New York
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of the 21st day of December, 2010, by THE ENTITIES SET FORTH ON SCHEDULE A ATTACHED HERETO, each having an office at 2901 Butterfield Road, Oak Brook, Illinois 60523 (collectively, “Indemnitor”), in favor of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Indemnitee”) and the other Indemnified Parties (defined below).
Limited Guaranty Agreement [Corporate Guarantor – Inland/City Center of White Plains]Limited Guaranty Agreement • October 4th, 2012 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
This Guaranty Agreement (this "Guaranty") is made as of the 28th day of September, 2012, by INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation (the "Guarantor"), in favor of BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns, "Lender").
ENVIRONMENTAL INDEMNITY AGREEMENT (UNSECURED)Environmental Indemnity Agreement • January 3rd, 2013 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
This ENVIRONMENTAL INDEMNITY AGREEMENT (UNSECURED) (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made jointly and severally as of December 27, 2012, by and between INLAND DIVERSIFIED LAS VEGAS CENTENNIAL CENTER, L.L.C., a Delaware limited liability company (together with its permitted successors and assigns, “Borrower”), and INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation (“Principal”, each of Borrower and Principal an “Indemnitor” and collectively, the “Indemnitors”), each having an address at 2901 Butterfield Road, Oak Brook, Illinois 60523, in favor of CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership (together with its successors and assigns, collectively, “Indemnitee”), having an address at 110 East 59th Street, New York, New York 10022 and other Indemnified Parties (defined below).
Record and Return to: William C. Seligman, Esq. Winston & StrawnDeed of Trust and Security Agreement • June 3rd, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
PREPARED BY:Assumption Agreement • August 24th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
MASTER LEASE ESCROW AGREEMENTMaster Lease Escrow Agreement • May 17th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
THIS MASTER LEASE ESCROW AGREEMENT ("Escrow Agreement") is made as of this 14th day of May, 2010 (the "Effective Date"), by and among SDI SHREVEPORT, LTD., a Texas limited partnership (“Seller”), INLAND DIVERSIFIED SHREVEPORT REGAL COURT, L.L.C., a Delaware limited liability company (hereinafter referred to as "Buyer"); and CHICAGO TITLE INSURANCE COMPANY (hereinafter referred to as "Escrow Agent").
LIMITED GUARANTY AGREEMENTLimited Guaranty Agreement • February 17th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Delaware
THIS LIMITED GUARANTY AGREEMENT (this "Guaranty") is made this 11th day of February, 2010 by INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation, its successors and assigns (the "Guarantor") for the benefit of DELTA COMMUNITY CREDIT UNION, its successors and assigns (the "Lender"), with respect to the obligations of INLAND DIVERSIFIED MERRIMACK VILLAGE, L.L.C., a Delaware limited liability company, its successors and assigns (the "Borrower") to the Lender.
REAL ESTATE SALE AGREEMENT (Merrimack Village Shopping Center)Real Estate Sale Agreement • December 17th, 2009 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
THIS AGREEMENT is made as of the 22 day of October, 2009, between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, and its permitted nominee (referred to herein as "Buyer"), and MERRIMACK SHOPPING CENTER, LLC, a Delaware limited liability company (referred to herein as "Seller").
LOAN AGREEMENT DATED AS OF JUNE 10, 2010 AMONG INLAND DIVERSIFIED PORT ST LUCIE LANDING, L.L.C. AS BORROWER AND INLAND DIVERSIFIED REAL ESTATE TRUST, INC. AS GUARANTOR AND KEYBANK NATIONAL ASSOCIATION AS LENDERLoan Agreement • June 16th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Florida
amounts of interest on Loans and fees received from the Agent to the extent either (i) or (ii) relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date and have not been previously paid by the Assignee to the Assignor. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.
Environmental Indemnification and Release Agreement [Inland/City Center of White Plains]Environmental Indemnification and Release Agreement • October 4th, 2012 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • New York
This Environmental Indemnification and Release Agreement (this "Agreement") is made as of the 28th day of September, 2012, by and between INLAND DIVERSIFIED WHITE PLAINS CITY CENTER, LLC, a Delaware limited liability company ("Borrower") and INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation (the "Guarantor") and BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns, "Lender"). For purposes of this Agreement, the Borrower and the Guarantor are referred to as the "Obligors".
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 17th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
This Agreement (this "Agreement") is made and entered into as of the Effective Date (as hereinafter defined) by and between SDI SHREVEPORT, LTD., a Texas limited partnership (hereinafter referred to as "Seller"), and INLAND REAL ESTATE ACQUISITIONS, INC., or assigns (hereinafter referred to as "Buyer").
