Exhibit 10.23




	
  

  	
  POST CLOSING
  OBLIGATIONS LETTER December 27, 2012 The Royal Bank of Scotland, plc 550 West
  Jackson Boulevard, Chicago, Illinois 60661 Attention: Patrick Walker Re: Term
  Loan Agreement, dated as of December 27, 2012 (the “Loan Agreement”), between
  INLAND DIVERSIFIED LAS VEGAS CENTENNIAL GATEWAY, L.L.C., (“Centennial
  Borrower”) and INLAND DIVERSIFIED HENDERSON EASTGATE, L.L.C., (“Eastgate
  Borrower”) each a Delaware limited liability company (Centennial Borrower and
  Eastgate Borrower each individually a “Borrower”, and collectively
  “Borrowers”), and THE ROYAL BANK OF SCOTLAND PLC (together with its
  successors and assigns, “Lender”). Ladies and Gentlemen: Reference is hereby
  made to the Loan Agreement. Capitalized terms not defined herein shall have
  the meanings ascribed to such terms in the Loan Agreement. This letter
  agreement (this “Agreement”) shall confirm our agreement as follows:
  Borrowers have requested Lender to fund the Loan, notwithstanding Borrowers’
  failure to deliver certain documents, evidences and showings relating
  thereto. Lender, subject to the satisfaction of the other conditions
  precedent to the making of the Loan, is willing to proceed with the funding
  of the Loan, subject to Borrowers’ compliance with the terms of this Agreement.
  Accordingly, to induce Lender to make the Loan, Borrowers agree to satisfy
  all of the post-closing requirements set forth on Exhibit A attached hereto
  and made a part hereof (collectively the “Post-Closing Requirements”). All
  acts of Borrowers to be performed hereunder shall be at Borrowers’ sole cost
  and expense and shall be satisfactory to Lender in all respects. Borrowers
  hereby agree to pay all of Lender’s reasonable costs and expenses incurred in
  connection with its review and approval of the items set forth herein,
  including, without limitation, reasonable attorney’s fees. Failure by
  Borrowers to comply with any of the Post-Closing Requirements shall, at
  Lender’s option, constitute an Event of Default (as defined in the Loan
  Agreement) and Lender shall be entitled to exercise any and all rights and
  remedies it may have under the Note, the Loan Agreement, the Mortgage and the
  other Loan Documents. Nothing in this paragraph shall be deemed to (i) be a
  waiver by Lender of any of its rights or remedies under the Note, the Loan
  Agreement, the Mortgage or the other Loan Documents, or this Agreement upon a
  default by

  






 















	
  

  	
  Borrowers
  thereunder or hereunder, or (ii) affect in any other way the terms and
  provisions of the Loan Agreement, the Mortgage or the other Loan Documents.
  This Agreement shall be governed by the laws of the State of Illinois
  (without giving effect to its conflicts of law rules). [NO FURTHER TEXT ON
  THIS PAGE] 2

  






 















	
  

  	
  IN WITNESS
  WHEREOF, the parties hereto have caused this Agreement to be duly executed by
  their duly authorized representatives, all as of the day and year first above
  written. INLAND DIVERSIFIED LAS VEGAS CENTENNIAL GATEWAY, L.L.C., a Delaware
  limited liability company By: Inland Territory, L.L.C., a Delaware limited
  liability company, its sole member By: Inland Territory Member, L.L.C., a
  Delaware limited liability company, its managing member By: Inland
  Diversified Real Estate Trust, Inc., a Maryland corporation, its sole member
  By: INLAND DIVERSIFIED HENDERSON EASTGATE, L.L.C., a Delaware limited
  liability company By: Inland Territory, L.L.C., a Delaware limited liability
  company, its sole member By: Inland Territory Member, L.L.C., a Delaware
  limited liability company, its managing member By: Inland Diversified Real
  Estate Trust, Inc., a Maryland corporation, its sole member By: [Signatures
  continue on following page]

  






 















	
  

  	
  EXHIBIT A
  Post-Closing Requirements 1. Borrower shall use commercially reasonable
  efforts to deliver to Lender, within thirty (30) days of the date hereof, subordination,
  non-disturbance and attornment agreements (“SNDAs”), in form and substance
  reasonably acceptable to Lender, executed by each of the following tenants at
  the Property, and consented to by the applicable Borrower, which consent
  shall be in form and substance reasonably acceptable to Lender, together with
  endorsements to Lender’s loan policy of title insurance insuring that
  Borrower’s lease agreement with each such tenant is subordinate to the
  Mortgage: (i) Fresh & Easy Neighborhood Market Inc.; and (ii) Office
  Depot, Inc.