EXHIBIT
10.4


 


ESCROW
AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS, the Company
will issue in a public offering (the “Offering”) shares of its common
stock, $0.001 par value per share (the “Shares”), pursuant to a
Registration Statement on Form S-11 (Registration No. 333-153356)
filed by the Company with the Securities and Exchange Commission, and as
amended from time to time (the “Offering Document”);


 


WHEREAS, the Dealer
Manager has been engaged by the Company to offer and sell the Shares on a “best
efforts” basis through a network of participating broker-dealers (the “Dealers”);


 


WHEREAS, the Company
is entering into this Agreement to set forth the terms on which the Escrow
Agent will, except as otherwise provided herein, hold and disburse the proceeds
from subscriptions for the purchase of the Shares in the Offering until such
time as:  (1) in the case of
subscriptions received from residents of Pennsylvania (“Pennsylvania
Subscribers”), the Company has received subscriptions for Shares from
persons who are not affiliated with the Company, the Dealer Manager, any Dealer
or Inland Diversified Business Manager & Advisor, Inc. (the “Affiliated
Persons”), resulting in gross offering proceeds of $250,000,000 (the “Pennsylvania
Minimum Offering Amount”); (2) in the case of subscriptions received
from residents of Tennessee (“Tennessee Subscribers”), the Company has
received subscriptions for Shares from persons who are not Affiliated Persons
resulting in gross offering proceeds of $10,000,000 (the “Tennessee Minimum
Offering Amount”); and (3) in all other cases of subscriptions received
from persons, specifically excluding the Pennsylvania Subscribers and the
Tennessee Subscribers (the “Primary Subscribers” and, together with the
Pennsylvania Subscribers and the Tennessee Subscribers, the “Subscribers”),
who are not Affiliated Persons, the Company has received subscriptions for
Shares resulting in gross offering proceeds of $2,000,000 (the “Minimum
Offering Amount” and, together with the Pennsylvania Minimum Offering
Amount and the Tennessee Minimum Offering, “All Minimum Offering Amounts”);


 


WHEREAS, the Dealer
Manager and the Company desire to establish an escrow account, as further
described herein, in which funds received from Subscribers will be deposited,
and the Company desires that UMB Bank, N.A. act as escrow agent to the escrow
account and Escrow Agent is willing to act in such capacity; and


 


WHEREAS, the Escrow
Agent has engaged DST Systems, Inc. (the “Processing Agent”) to
receive, examine for “good order” and facilitate subscriptions into the escrow
account as further described herein and to act as record keeper, maintaining on
behalf of the Escrow


 

















 


Agent the ownership records for the escrow account.  In so acting, the Processing Agent will be
acting solely in the capacity of agent for the Escrow Agent and not in any capacity
on behalf of the Company or the Dealer Manager, nor shall they have any
interest other than that provided in this Agreement in assets in Processing
Agent’s possession as the agent of the Escrow Agent.


 


AGREEMENT


 


NOW, THEREFORE, the Company, the Dealer
Manager and the Escrow Agent agree to the terms of this Agreement as follows:


 


1.             Appointment and Commencement of Duties.  The Company hereby appoints the Escrow Agent
for purposes of holding the proceeds from the subscriptions for Shares on the
terms and conditions set forth herein. 
On or prior to the commencement of the Offering of Shares, the Company
shall establish the Escrow Account (as hereinafter defined).  This Agreement shall be effective on the date
on which the Offering Document is declared effective by the Securities and
Exchange Commission (the “SEC”).


 


2.             Operation of the Escrow Account.


 


(a)           Deposits
in the Escrow Account.


 


(1)           Until
such time as the Company has received subscriptions for Shares resulting in
gross offering proceeds equal to the Minimum Offering Amount and funds are
distributed from the Escrow Account (as hereinafter defined) in accordance with
Section 2(b)(1), the Primary Subscribers will be instructed by the
Company, the Dealer Manager and the Dealers to make checks for subscriptions
payable to the order of “Inland Diversified Real Estate Trust, Inc.”
Checks or money orders in payment for the purchase price of Shares shall be
remitted to the P.O. Box designated for the receipt of such funds, and
drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted
directly to the Escrow Account.  The
Processing Agent will, except as otherwise specified herein, promptly deliver
all monies received in good order from Primary Subscribers (or from the Dealer
Manager or Dealers transmitting monies from Primary Subscribers) for the
payment of Shares to the Escrow Agent for deposit into a single
interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF
SUBSCRIBERS FOR COMMON STOCK OF INLAND DIVERSIFIED REAL ESTATE TRUST, INC.” or
such similar designation as the parties may agree (the “Escrow Account”).  Further, to the extent that payments are
remitted by the Processing Agent, the Processing Agent will furnish to the
Escrow Agent a list detailing information regarding those subscriptions as set
forth in Exhibit B.


 


(2)           Until
such time as the Company has received subscriptions for Shares resulting in
gross offering proceeds equal to the Tennessee Minimum Offering Amount and
funds are distributed from the Escrow Account in accordance with Section 2(b)(2),
the Tennessee Subscribers will be instructed by the Company, the Dealer Manager
and the Dealers to make checks for


 


2

















 


subscriptions
payable to the order of “Inland Diversified Real Estate Trust, Inc.”
Checks or money orders in payment for the purchase price of Shares shall be
remitted to the P.O. Box designated for the receipt of such funds, and
drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted
directly to the Escrow Account.  The
Processing Agent will, except as otherwise specified herein, promptly deliver
all monies received in good order from Tennessee Subscribers (or from the
Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for
the payment of Shares to the Escrow Agent for deposit into the Escrow
Account.  Further, to the extent that
payments are remitted by the Processing Agent, the Processing Agent will
furnish to the Escrow Agent a list detailing information regarding those
subscriptions as set forth in Exhibit B.


 


(3)           Until
such time as the Company has received subscriptions for Shares resulting in
gross offering proceeds equal to the Pennsylvania Minimum Offering Amount and
funds are distributed from the Escrow Account in accordance with Section 2(b)(3) and
2(b)(4), Pennsylvania Subscribers will be instructed by the Company, the
Dealer Manager and the Dealers to make checks for subscriptions payable to the
order of “UMB Bank, N.A., as Escrow Agent for Inland Diversified Real Estate
Trust, Inc.”  Checks
or money orders in payment for the purchase price of Shares shall be remitted
to the P.O. Box designated for the receipt of such funds, and drafts,
wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly
to the Escrow Account.  The Processing
Agent will, except as otherwise specified herein, promptly deliver all monies
received in good order from Pennsylvania Subscribers (or from the Dealer
Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the
payment of Shares to the Escrow Agent for deposit into the Escrow Account.  Further, to the extent that payments are
remitted by the Processing Agent, the Processing Agent will furnish to the
Escrow Agent a list detailing information regarding those subscriptions as set
forth in Exhibit B.


 


(4)           Deposits
shall be held in the Escrow Account until the funds are disbursed in accordance
with Section 2(b).  Prior to
disbursement of the funds deposited in the Escrow Account, the funds shall not
be subject to claims by creditors of the Company or any of its affiliates. If
any of the instruments of payment are returned to the Escrow Agent for
nonpayment prior to the funds being disbursed in accordance with Section 2(b),
the Escrow Agent shall promptly notify the Processing Agent and the Company in
writing via mail, electronic mail or facsimile of such nonpayment, and the
Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in
the amount of the returned payment as well as any interest earned on the amount
of such payment and the Processing Agent will delete the appropriate account
from the records maintained by the Processing Agent. The Processing Agent will
maintain a written account of each sale, which account shall set forth, among
other things, the following information: (i) the Subscriber’s name and
address, (ii) the number of Shares purchased by such Subscriber, and (iii) the
amount paid by such Subscriber for the Shares. Until the funds are distributed
in accordance with Section 2(b), neither the Company


 


3

















 


nor the Dealer
Manager will be entitled to any principal funds received into the Escrow
Account.


 


(b)           Distribution of the
Escrowed Funds.


 


(1)           In
that event that, at any time on or prior to the close of business on the date
that is one year following the commencement of the Offering (the “Closing
Date”), the total subscription proceeds, excluding for these purposes any
funds received from Affiliated Persons, Tennessee Subscribers and Pennsylvania
Subscribers, equal or exceed the Minimum Offering Amount, the Escrow Agent
shall promptly notify the Company.  Upon
receiving written confirmation from the Processing Agent that the total
subscription proceeds, excluding for these purposes any funds received from
Affiliated Persons, Tennessee Subscribers and Pennsylvania Subscribers, equal
or exceed the Minimum Offering Amount, the Escrow Agent shall (1) disburse
to the Company, by check, ACH or wire transfer, the funds in the Escrow Account
representing the gross purchase price for the Shares received from the Primary
Subscribers (the “Primary Funds”) and (2) disburse to the Primary
Subscribers any interest earned on the Primary Funds and IRS Forms 1099.


 


If the total subscription proceeds, excluding for these purposes any
funds received from Affiliated Persons, Tennessee Subscribers and Pennsylvania
Subscribers, do not equal or exceed the Minimum Offering Amount on or prior to
the Closing Date, the Processing Agent shall provide the Escrow Agent the
information needed to return to the Primary Subscribers the Primary Funds,
together with any interest earned thereon, and the Escrow Agent shall promptly
create and dispatch checks and wires drawn on the Escrow Account to return the
Primary Funds, together with any interest thereon and IRS Forms 1099, without
deduction, penalty or expense, to the respective Primary Subscribers, and the
Escrow Agent shall notify the Company and the Dealer Manager of its
distribution of the Primary Funds.


 


(2)           Notwithstanding
any disbursements in accordance with Section 2(b)(1), in that event
that, at any time on or prior to the Closing Date, the total subscription
proceeds excluding for these purposes any funds received from Affiliated
Persons and Pennsylvania Subscribers, equal or exceed the Tennessee Minimum
Offering Amount, the Escrow Agent shall promptly notify the Company.  Upon receiving written confirmation from the
Processing Agent that the total subscription proceeds, excluding for these purposes
any funds received from Affiliated Persons and Pennsylvania Subscribers, equal
or exceed the Tennessee Minimum Offering Amount, the Escrow Agent shall (1) disburse
to the Company, by check, ACH or wire transfer, the funds in the Escrow Account
representing the gross purchase price for the Shares received from the
Tennessee Subscribers (the “Tennessee Funds”) and (2) disburse to
the Tennessee Subscribers any interest earned on the Tennessee Funds and IRS
Forms 1099.


 


4

















 


If the total subscription proceeds, excluding for these purposes any
funds received from Affiliated Persons and Pennsylvania Subscribers, do not
equal or exceed the Tennessee Minimum Offering Amount on or prior to the
Closing Date, the Processing Agent shall provide the Escrow Agent the
information needed to return to the Tennessee Subscribers the Tennessee Funds,
together with any interest thereon, and the Escrow Agent shall promptly create
and dispatch checks and wires drawn on the Escrow Account to return the
Tennessee Funds, together with any interest earned thereon and IRS Forms 1099,
without deduction, penalty or expense, to the respective Tennessee Subscribers,
and the Escrow Agent shall notify the Company and the Dealer Manager of its
distribution of the Tennessee Funds.


 


(3)           Notwithstanding
any disbursements in accordance with Sections 2(b)(1) and 2(b)(2),
in that event that, at any time on or prior to the termination of the Offering,
the total subscription proceeds, excluding for these purposes any funds
received from Affiliated Persons, equal or exceed the Pennsylvania Minimum
Offering Amount, the Escrow Agent shall promptly notify the Company.  Upon receiving written confirmation from the
Processing Agent that the total subscription proceeds, excluding for these
purposes any funds received from Affiliated Persons, equal or exceed the
Pennsylvania Minimum Offering Amount, the Escrow Agent shall (1) disburse
to the Company, by check, ACH or wire transfer, the funds in the Escrow Account
representing the gross purchase price for the Shares received from the
Pennsylvania Subscribers (the “Pennsylvania Funds”) and (2) disburse
to the Pennsylvania Subscribers any interest earned on the Pennsylvania Funds
and IRS Forms 1099.


 


(4)           Notwithstanding
the above, in that event that, on or prior to the close of business on the date
that is 120 days after the commencement of the Offering (the “Initial
Pennsylvania Period”), the total subscription proceeds, excluding for these
purposes any funds received from Affiliated Persons, do not equal or exceed the
Pennsylvania Minimum Offering Amount, the Company shall send to each
Pennsylvania Subscriber by certified mail within ten calendar days after the
end of the Initial Pennsylvania Period a notification of this fact.  If, pursuant to the notification, a
Pennsylvania Subscriber requests the return of his or her subscription funds
within ten calendar days after receipt of the notification (the “Pennsylvania
Request”), the Company or its agent shall immediately provide to the Escrow
Agent written direction to disburse to each Pennsylvania Subscriber the
collected funds deposited in the Escrow Account on behalf of that Pennsylvania
Subscriber.  The Escrow Agent shall thereafter
refund directly to each Pennsylvania Subscriber the funds deposited in the
Escrow Account on behalf of such Pennsylvania Subscriber, or shall return the
instruments of payment delivered, but not yet processed for collection,
together with any interest earned thereon and IRS Forms 1099, without
deduction, penalty or expense, to each Pennsylvania Subscriber, no later than
fifteen calendar days after the date of the Pennsylvania Request.  However, the Escrow Agent shall not be
required to remit any payments until funds represented by the payments have
been collected by the Escrow Agent.


 


5

















 


The subscription funds of Pennsylvania Subscribers who do not request
the return of their subscription funds within the Request Period shall remain
in the Escrow Account for successive 120-day escrow periods (each, a “Successive
Pennsylvania Period”), each commencing automatically upon the termination
of the prior Successive Escrow Period, and the Company and Escrow Agent shall
follow the notification and payment procedure set forth above with respect to
the Initial Pennsylvania Period for each Successive Pennsylvania Period until
the occurrence of the earliest of the date that: (A) the Offering has
terminated; (B) the Company has received subscriptions for Shares
resulting in gross offering proceeds, excluding for these purposes any funds
received from Affiliated Persons, equal to the Pennsylvania Minimum Offering
Amount; or (C) all funds held in the Escrow Account have been returned to
the Pennsylvania Subscribers in accordance with the provisions hereof.


 


(5)           After
the satisfaction of the provisions of Sections 2(b)(3), 2(b)(2) and
2(b)(3), or any of them, in the event the Company receives subscriptions
made payable to the Escrow Agent, subscription proceeds may continue to be
received in this account generally, but to the extent that the proceeds shall
not be subject to escrow due to the satisfaction of the aforementioned
provisions of this Section 2(b), the proceeds are not subject to
this Agreement and at the instruction of the Company to the Escrow Agent, shall
be transferred from the Escrow Account or deposited directly into, as the case
may be, a commercial deposit account in the name of the Company with the
Processing Agent (the “Deposit Account”) that has been previously
established by the Company, unless otherwise directed by the Company.  The Company hereby covenants and agrees that
it shall do all things necessary in order to establish the Deposit Account
prior to its use.  No provisions of this
Agreement shall apply to the Deposit Account.


 


(6)           If the Company rejects any subscription for which
the Escrow Agent has collected funds, the Escrow Agent shall, upon the written
request of the Company, promptly issue a refund to the rejected
Subscriber.  If the Company rejects any
subscription for which the Escrow Agent has not yet collected funds but has
submitted the Subscriber’s check for collection, the Escrow Agent shall
promptly return the funds in the amount of the Subscriber’s check to the
rejected Subscriber after such funds have been collected.  If the Escrow Agent has not yet submitted a
rejected Subscriber’s check for collection, the Escrow Agent shall promptly
remit the Subscriber’s check directly to the Subscriber.


 


3.             Escrowed Funds. Upon receipt of the
proceeds from the subscriptions for Shares (the “Escrowed Funds”), the
Escrow Agent shall hold the Escrowed Funds in escrow pursuant to the terms of
this Agreement. Until such time as the Escrowed Funds shall be distributed by
the Escrow Agent as provided herein, the Escrowed Funds shall be invested and
reinvested by the Escrow Agent in an account at UMB Bank, N.A.  The Escrow Agent shall be entitled to sell or
redeem any such investment as necessary to make any distributions required
under this Agreement and shall not be liable or responsible for any loss
resulting from any such sale or redemption. 
Income resulting from the investment of the Escrowed Funds shall be
retained by the Escrow Agent, and shall be distributed according to this
Agreement.


 


6

















 


The Escrow Agent shall provide to the Company
monthly statements (or more frequently as reasonably requested by the Company)
on the account balances in the Escrow Account and the activity in the account
since the last report.


 


4.             Duties of the Escrow Agent. The
Escrow Agent shall have no duties or responsibilities other than those
expressly set forth in this Agreement, and no implied duties or obligations
shall be read into this Agreement against the Escrow Agent. The Escrow Agent is
not a party to, or bound by, the any other agreement among the other parties
hereto, and the Escrow Agent’s duties shall be determined solely by reference
to this Agreement. The Escrow Agent shall have no duty to enforce any obligation
of any person, other than as provided herein. The Escrow Agent shall be under
no liability to anyone by reason of any failure on the part of any party hereto
or any maker, endorser or other signatory of any document or any other person
to perform such person’s obligations under any such document.


 


5.             Liability of the Escrow Agent;
Indemnification. The Escrow Agent acts hereunder as a depository only. The
Escrow Agent shall not be liable for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith, and in the
exercise of its own reasonable judgment, and may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Escrow Agent), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by
the Escrow Agent to be genuine and to be signed or presented by the proper
person(s). The Escrow Agent shall not be held liable for any error in judgment
made in good faith by an officer or employee of the Escrow Agent unless it
shall be proved that the Escrow Agent was negligent or reckless in ascertaining
the pertinent facts or acted intentionally in bad faith. The Escrow Agent shall
not be bound by any notice of demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by
a writing delivered to the Escrow Agent signed by the proper party or parties
and, if the duties or rights of the Escrow Agent are affected, unless it shall
give its prior written consent thereto.


 


The Escrow Agent may consult legal counsel
and shall exercise reasonable care in the selection of such counsel, in the
event of any dispute or question as to the construction of any provisions
hereof or its duties hereunder, and it shall incur no liability and shall be
fully protected in acting in accordance with the reasonable opinion or
instructions of such counsel.


 


The Escrow Agent shall not be responsible,
may conclusively rely upon and shall be protected, indemnified and held
harmless by the Company, for the sufficiency or accuracy of the form of, or the
execution, validity, value or genuineness of any document or property received,
held or delivered by it hereunder, or of the signature or endorsement thereon,
or for any description therein; nor shall the Escrow Agent be responsible or
liable in any respect on account of the identity, authority or rights of the
persons executing or delivering or purporting to execute or deliver any
document, property or this Agreement.


 


The Company, hereby agrees to indemnify the Escrow
Agent for, and to hold it harmless against any loss, liability or expense
incurred in connection herewith without negligence, recklessness or misconduct
on the part of the Escrow Agent, including without limitation legal or


 


7

















 


other fees arising out of or in connection with its entering into this
Agreement and carrying out its duties hereunder, including without limitation
the costs and expenses of defending itself against any claim of liability in
the premises or any action for interpleader. 
The Escrow Agent shall not be under any obligation to institute or
defend any action, suit, or legal proceeding in connection herewith, unless
first indemnified and held harmless to its satisfaction in accordance with the
foregoing, except that it shall not be indemnified against any loss resulting
from its own negligence, recklessness or misconduct.  Subject to the applicable statute of
limitations such indemnity shall survive the termination or discharge of this Agreement
or resignation of the Escrow Agent.


 


6.             The Escrow Agent’s Fee. Escrow
Agent shall be entitled to fees and expenses for its regular services as Escrow
Agent as set forth in Exhibit A.


 


7.             Security Interests. No party to
this Agreement shall grant a security interest in any monies or other property
deposited with the Escrow Agent under this Agreement, or otherwise create a
lien, encumbrance or other claim against such monies or borrow against the
same.


 


8.             Dispute. In the event of any
disagreement between the undersigned or the person or persons named in the
instructions contained in this Agreement, or any other person, resulting in
adverse claims and demands being made in connection with or for any papers,
money or property involved herein, or affected hereby, the Escrow Agent shall
be entitled to refuse to comply with any demand or claim, as long as such
disagreement shall continue, and in so refusing to make any delivery or other
disposition of any money, papers or property involved or affected hereby, the
Escrow Agent shall not be or become liable to the undersigned or to any person
named in such instructions for its refusal to comply with such conflicting or
adverse demands, and the Escrow Agent shall be entitled to refuse and refrain
to act until: (a) The rights of the adverse claimants shall have been
fully and finally adjudicated in a Court assuming and having jurisdiction of
the parties and money, papers and property involved herein or affected hereby,
or (b) All differences shall have been adjusted by agreement and the
Escrow Agent shall have been notified thereof in writing, signed by all the
interested parties.


 


9.             Resignation of Escrow Agent. Escrow
Agent may resign or be removed, at any time, for any reason, by written notice
of its resignation or removal to the proper parties at their respective
addresses as set forth herein, at least sixty days before the date specified
for such resignation or removal to take effect; upon the effective date of such
resignation or removal:


 


(a)           All
cash and other payments and all other property then held by the Escrow Agent
hereunder shall be delivered by it to such successor escrow agent as may be
designated in writing by the Company, whereupon the Escrow Agent’s obligations
hereunder shall cease and terminate;


 


(b)           If
no such successor escrow agent has been designated by such date, all
obligations of the Escrow Agent hereunder shall, nevertheless, cease and
terminate, and the Escrow Agent’s sole responsibility thereafter shall be to
keep all property then held by it and to deliver the same to a person
designated in writing by the Company or in accordance with the directions of a
final order or judgment of a court of competent jurisdiction.


 


8
















 


(c)                                Further, if no
such successor escrow agent has been designated by such date, the Escrow Agent
may petition any court of competent jurisdiction for the appointment of a
successor agent; further the Escrow Agent may pay into court all monies and
property deposited with Escrow Agent under this Agreement.


 


10.                                 Notices. All notices,
demands and requests required or permitted to be given under the provisions
hereof must be in writing and shall be deemed to have been sufficiently given,
upon receipt, if (i) personally delivered, (ii) sent by telecopy and
confirmed by phone or (iii) delivered by overnight courier service, such
as Federal Express or UPS, delivered to the addresses set forth below, or to
such other address as a party shall have designated by notice in writing to the
other parties in the manner provided by this paragraph:


 


	
  (1) If to Company:

  	
   

  	
  Inland
  Diversified Real Estate Trust, Inc.

  
	
   

  	
   

  	
  2901
  Butterfield Road

  
	
   

  	
   

  	
  Oak
  Brook, IL 60523

  
	
   

  	
   

  	
  Attention:

  	
  Roberta
  S. Matlin

  
	
   

  	
   

  	
  Telephone:

  	
  (630)
  218-8000

  
	
   

  	
   

  	
  Facsimile:

  	
  (630)
  218-4955

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Company Wire Instructions:

  
	
   

  	
   

  	
  Inland
  Diversified Real Estate Trust, Inc.

  
	
   

  	
   

  	
  ABA
  Routing Number: xxxxxxxxx

  
	
   

  	
   

  	
  Account
  Number: xxxxxxxxxx

  
	
   

  	
   

  	
  FFC
  Account Name: Inland Diversified Real Estate Trust, Inc.

  
	
   

  	
   

  	
  FFC:
  xxxxxxxxxx

  
	
   

  	
   

  	
  Attn:
  xxxxxxxxx

  
	
   

  	
   

  	
   

  
	
  (2) If to the Escrow Agent:

  	
   

  	
  UMB
  Bank, N.A.

  
	
   

  	
   

  	
  1010
  Grand Blvd., 4th Floor

  
	
   

  	
   

  	
  Mail
  Stop: 1020409

  
	
   

  	
   

  	
  Kansas
  City, Missouri 64106

  
	
   

  	
   

  	
  Attention:
  Lara Stevens,

  
	
   

  	
   

  	
  Corporate
  Trust

  
	
   

  	
   

  	
  Telephone:
  (816) 860-3017

  
	
   

  	
   

  	
  Facsimile:
  (816) 860-3029

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Escrow
  Agent Wiring Instructions:

  
	
   

  	
   

  	
  UMB
  Bank, N.A.

  
	
   

  	
   

  	
  ABA
  Routing Number: xxxxxxxxxxx

  
	
   

  	
   

  	
  Account
  Number: xxxxxxxxxxx

  
	
   

  	
   

  	
  Account
  Name: UMB Bank, N.A., as Agent for Inland Diversified Real Estate
  Trust, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Checks
  Payable Information:

  
	
   

  	
   

  	
  UMB
  Bank as Agent for Inland Diversified Real Estate Trust, Inc.

  
	
   

  	
   

  	
  Attention:
  Lara Stevens, Corporate Trust 

  
	
   

  	
   

  	
  1010
  Grand Boulevard, 4th Floor

  



 


9

















 


	
   

  	
   

  	
  M/S
  1020409 

  
	
   

  	
   

  	
  Kansas
  City, Missouri 64106

  
	
   

  	
   

  	
   

  
	
  (3) If
  to Dealer Manager:

  	
   

  	
  Inland
  Securities Corporation

  
	
   

  	
   

  	
  2901
  Butterfield Road

  
	
   

  	
   

  	
  Oak
  Brook, IL 60523

  
	
   

  	
   

  	
  Attention:

  	
  Brenda
  G. Gujral

  
	
   

  	
   

  	
  Telephone:

  	
  (630)
  218-8000

  
	
   

  	
   

  	
  Facsimile:

  	
  (630)
  218-4955

  



 


11.                                 Governing Law. This
Agreement shall be construed and enforced in accordance with the laws of the
State of Illinois without regard to the principles of conflicts of law.


 


12.                                 Binding Effect;
Benefit. This Agreement shall be binding upon and inure to the benefit of the
permitted successors and assigns of the parties hereto.


 


13.                               Modification. This
Agreement may be amended, modified or terminated at any time by a writing
executed by the Dealer Manager, the Company and the Escrow Agent.


 


14.                               Assignability. This
Agreement shall not be assigned by the Escrow Agent without the Company’s prior
written consent.


 


15.                               Counterparts. This
Agreement may be executed in one or more counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument. Copies, telecopies, facsimiles, electronic files and other
reproductions of original executed documents shall be deemed to be authentic
and valid counterparts of such original documents for all purposes, including
the filing of any claim, action or suit in the appropriate court of law.


 


16.                               Headings. The section
headings contained in this Agreement are inserted for convenience only, and
shall not affect in any way, the meaning or interpretation of this Agreement.


 


17.                               Severability. This
Agreement constitutes the entire agreement among the parties and supersedes all
prior and contemporaneous agreements and undertakings of the parties in
connection herewith. No failure or delay of the Escrow Agent in exercising any
right, power or remedy may be, or may be deemed to be, a waiver thereof; nor
may any single or partial exercise of any right, power or remedy preclude any
other or further exercise of any right, power or remedy. In the event that any
one or more of the provisions contained in this Agreement, shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, then to
the maximum extent permitted by law, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.


 


18.                               Earnings
Allocation; Tax Matters; Patriot Act Compliance; OFAC Search Duties. The Company
or its agent shall be responsible for all tax reporting under this Agreement.
The Company shall provide to Escrow Agent upon the execution of this Agreement
any documentation requested and any information reasonably requested by the
Escrow Agent to 


 


10

















 


comply
with the USA Patriot Act of 2001, as amended from time to time. The Escrow
Agent, or its agent, shall complete an OFAC search, in compliance with its
policy and procedures, of each subscription check and shall inform the Company
if a subscription check fails the OFAC search. 
The Dealer Manager shall provide a copy of each subscription check in
order that the Escrow Agent, or its agent, may perform such OFAC search.


 


19.                               Miscellaneous. This
Agreement shall not be construed against the party preparing it, and shall be
construed without regard to the identity of the person who drafted it or the
party who caused it to be drafted and shall be construed as if all parties had
jointly prepared this Agreement and it shall be deemed their joint work
product, and each and every provision of this Agreement shall be construed as
though all of the parties hereto participated equally in the drafting hereof;
and any uncertainty or ambiguity shall not be interpreted against any one
party. As a result of the foregoing, any rule of construction that a
document is to be construed against the drafting party shall not be applicable.


 


20.                               Termination of the Agreement. This
Agreement, except for Sections 5 and 9 hereof, which shall
continue in effect, shall terminate upon written notice from the Company to the
Escrow Agent.   Unless otherwise
provided, final termination of this Agreement shall occur on the date that all
funds held in the Escrow Account are distributed either (a) to the Company
or to Subscribers and the Company has informed the Escrow Agent in writing to
close the Escrow Account or (b) to a successor escrow agent upon written
instructions from the Company.


 


[SIGNATURE
PAGES FOLLOW]


 


11

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Escrow Agreement as of the day and year first
above written.


 


	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INLAND
  DIVERSIFIED REAL ESTATE TRUST, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Roberta
  S. Matlin

  
	
   

  	
   

  	
  Title:
  

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEALER MANAGER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INLAND
  SECURITIES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Brenda
  G. Gujral

  
	
   

  	
   

  	
  Title:
  

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESCROW AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UMB
  BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page


 

















 


EXHIBIT A


ESCROW FEES AND EXPENSES


 


	
  Acceptance Fee

  	
   

  	
   

  	
   

  
	
  Review escrow agreement and establish account

  	
   

  	
  $

  	
  4,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annual Fee

  	
   

  	
   

  	
   

  
	
  Maintain account

  	
   

  	
  $

  	
  4,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Transaction Fees

  	
   

  	
   

  	
   

  
	
  (a) per outgoing wire transfer

  	
   

  	
  $

  	
  25.00

  	
   

  
	
  (b) per Form 1099 (Int., B or Misc.)

  	
   

  	
  $

  	
  15.00

  	
  *

  
	
  (c) per investment purchase, sale or settlement

  	
   

  	
  $

  	
  35.00

  	
  **

  



 






	
  *

  	
  Not
  anticipated to be charged 

  
	
   

  	
   

  
	
  **

  	
  Excludes
  money market mutual fund transactions 

  



 


Fees
specified are for the regular, routine services contemplated by the Agreement,
and any additional or extraordinary services, including, but not limited to
disbursements involving a dispute or arbitration, or administration while a
dispute, controversy or adverse claim is in existence, will be charged based
upon time required at the then standard hourly rate.  In addition to the specified fees, postage,
shipping and courier costs will be reimbursable. Acceptance and first year
annual fees will be payable at the initiation of the escrow and annual fees
will be payable in advance thereafter. Other fees and expenses will be billed
as incurred.


 

















 


EXHIBIT B


 


Form of
Subscriber List


 


DST Systems, Inc.
hereby notifies 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”), that, as of the
date set forth below, the following subscribers have submitted subscription
funds for the purchase of shares of common stock of the Inland Diversified Real
Estate Trust, Inc. (the “Shares”), such subscription funds have
been deposited with Escrow Agent:


 


1.                                     Name of
Subscriber


Address


Tax
Identification Number


Number
of Shares subscribed for


Amount
of money paid and deposited with Escrow Agent


 


2.                                     Name of
Subscriber


Address


Tax
Identification Number


Number
of Shares subscribed for


Amount
of money paid and deposited with Escrow Agent


 


...                                  Name of
Subscriber


Address


Tax
Identification Number


Number
of Shares subscribed for


Amount
of money paid and deposited with Escrow Agent


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  Date:                                                                     
        ,
  200