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”).
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, 2014Agreement and Plan of Merger • 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.
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”).
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 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
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”).
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).
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
INLAND DIVERSIFIED REAL ESTATE TRUST, INC. SHARES OF COMMON STOCK $.001 PAR VALUE PER SHARE FORM OF DEALER MANAGER AGREEMENT Inland Securities Corporation 2901 Butterfield Road Oak Brook, Illinois 60523Soliciting Dealers Agreement • September 5th, 2008 • Inland Diversified Real Estate Trust, Inc. • Illinois
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”).
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).
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).
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").
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
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.
ESCROW AGREEMENTEscrow Agreement • August 27th, 2009 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 24th day of August, 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”).
GUARANTY OF RECOURSE OBLIGATIONS (UNSECURED)Guaranty of Recourse Obligations • January 3rd, 2013 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
This GUARANTY OF RECOURSE OBLIGATIONS (UNSECURED) (this “Guaranty”) is made as of December 27, 2012 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 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”).
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.
Guaranty AgreementGuaranty Agreement • March 31st, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
This Guaranty Agreement (this “Guaranty”) is dated as of the 25th day of March, 2011, by Inland Diversified Real Estate Trust, Inc., a Maryland corporation (individually and collectively, jointly and severally, “Guarantor”), in favor of Bank of America, N.A., a national banking association (together with its successors and assigns, “Lender”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • November 7th, 2012 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Illinois
This Guaranty is made as of November 1, 2012 by the parties identified in the signature pages thereto, and any Joinder to Guaranty hereafter delivered (collectively, the “Subsidiary Guarantors”), to and for the benefit of KeyBank National Association, individually (“KeyBank”) and as administrative agent (“Administrative Agent”) for itself and the lenders under the Credit Agreement (as defined below) and their respective successors and assigns (collectively, the “Lenders”) and to and for the benefit of the counterparties to those certain “Related Swap Obligations” (as defined in the Credit Agreement), which may include Lenders and certain Affiliates of Lenders (collectively, the “Related Creditors” and, with the Lenders, the “Credit Parties”).
LIMITED PAYMENT GUARANTY Project Commonly Known asInland Diversified Real Estate Trust, Inc. • June 16th, 2010 • Real estate investment trusts • Florida
THIS PAYMENT GUARANTY (“Guaranty”) made as of June 10, 2010, by INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation (“Guarantor”), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (“Lender”).
INVESTMENT ADVISORY AGREEMENT FOR DISCRETIONARY ACCOUNTSInvestment Advisory Agreement • August 27th, 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 24th day of August, 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.
ASSIGNMENT OF LEASESInland Diversified Real Estate Trust, Inc. • June 3rd, 2010 • Real estate investment trusts
THIS ASSIGNMENT OF LEASES (the "Assignment") is made this 26th day of May 2010, by and between DRAPER CROSSING I, L.C., a Utah limited liability company ("Assignor"), and INLAND DIVERSIFIED DRAPER CROSSING, L.L.C., a Delaware limited liability company ("Assignee").
TWELFTH LOAN MODIFICATION AND EXTENSION AGREEMENT AND RELEASE OF GUARANTY AND INDEMNITYTwelfth Loan Modification and Extension Agreement • October 10th, 2012 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
THIS TWELFTH LOAN MODIFICATION AND EXTENSION AGREEMENT AND RELEASE OF GUARANTY AND INDEMNITY (hereinafter referred to as this “Modification”) is made as of the 3rd day of October, 2012, by and between DAYVILLE PROPERTY DEVELOPMENT LLC, a Connecticut limited liability company (hereinafter referred to as “Borrower”), BVS ACQUISITION CO., LLC, a Delaware limited liability company (hereinafter referred to as the “BVS”), INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation (hereinafter referred to as “Inland”), and THE HUNTINGTON NATIONAL BANK, successor by purchase to Sky Bank, with offices at 310 Grant Street, 5th Floor, Pittsburgh, Pennsylvania 15219 (hereinafter referred to as “Bank”).
COMPLIANCE AGREEMENTCompliance Agreement • February 17th, 2010 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
THIS COMPLIANCE AGREEMENT (the “Agreement”) is made as of the 11th day of February, 2010, by INLAND DIVERSIFIED MERRIMACK VILLAGE, L.L.C., a Delaware limited liability company, its successors and assigns (the “Borrower”) and INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation, its successors and assigns (the “Guarantor”) in favor of DELTA COMMUNITY CREDIT UNION (the “Lender”), with an address at c/o Situs Asset Management, 4665 Southwest Freeway, Houston, Texas 77027, Attention: Director, Situs Asset Management.
PURCHASE AND SALE AGREEMENT by and among INLAND DIVERSIFIED REAL ESTATE TRUST, INC. and INLAND DIVERSIFIED CUMMING MARKET PLACE, L.L.C. as Seller Parties and REALTY INCOME CORPORATION as Purchaser Dated December 16, 2013Purchase and Sale Agreement • December 17th, 2013 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Maryland
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of December 16, 2013, is made and entered into by and among Inland Diversified Real Estate Trust, Inc., a Maryland corporation (the “Company”), and Inland Diversified Cumming Market Place, L.L.C., a Delaware limited liability company (the “Market Place Seller,” and together with the Company, the “Seller Parties”), on the one hand, and Realty Income Corporation, a Maryland corporation (“Purchaser”), on the other hand. Each of the Seller Parties and Purchaser shall be referred to in this Agreement as a “Party”, and collectively as the “Parties.” Capitalized terms used in this Agreement have the meanings specified in Exhibit A or elsewhere in this Agreement.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 24th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • Georgia
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 MULLINS CROSSING, LLC, a Georgia limited liability company (“MC”) and MULLINS CROSSING OUT PARCELS, LLC, a Georgia limited liability company (“MCOP” and together with MC, collectively “Seller”).
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • October 10th, 2012 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts
THIS GUARANTY AND SURETYSHIP AGREEMENT (hereinafter referred to as this “Agreement”) is made as of the 3rd day of October, 2012, by and between INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation (hereinafter referred to as “Guarantor”), and THE HUNTINGTON NATIONAL BANK, successor by purchase to Sky Bank, with offices at 310 Grant Street, 5th Floor, Pittsburgh, Pennsylvania 15219 (hereinafter referred to as “Bank”).
