THE PARTIES TO
ANSWER AND LITIGATE ANY CLAIMS AND RIGHTS AMONG THEMSELVES. THE ESCROW AGENT IS
AUTHORIZED, AT ITS OPTION, TO DEPOSIT WITH THE COURT IN WHICH SUCH INTERPLEADER
ACTION IS FILED ALL DOCUMENTS AND FUNDS HELD IN ESCROW. THE ESCROW AGENT IS
FURTHER AUTHORIZED TO WITHHOLD FROM SUCH DEPOSIT FOR ITS OWN ACCOUNT AN AMOUNT
SUFFICIENT TO COMPENSATE ITSELF FOR ALL COSTS, EXPENSES, CHARGES, AND REASONABLE
ATTORNEYS' FEES INCURRED BY IT DUE TO THE INTERPLEADER ACTION. UPON INITIATING
SUCH ACTION, THE ESCROW AGENT SHALL BE FULLY RELEASED
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AND DISCHARGED OF AND FROM ALL OBLIGATIONS AND LIABILITY IMPOSED BY THE TERMS OF
THIS AGREEMENT.
(D)
THE COMPANY AND DEALER MANAGER AGREE,
JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD THE ESCROW AGENT, ITS OFFICERS,
DIRECTORS AND EMPLOYEES HARMLESS FROM AND AGAINST ALL COSTS, DAMAGES, JUDGMENTS,
ATTORNEY'S FEES (WHETHER SUCH ATTORNEYS SHALL BE REGULARLY RETAINED OR SPECIALLY
EMPLOYED), EXPENSES, OBLIGATIONS AND LIABILITIES OF EVERY KIND AND NATURE WHICH
THE ESCROW AGENT MAY INCUR, SUSTAIN, OR BE REQUIRED TO PAY IN CONNECTION WITH OR
ARISING OUT OF THIS AGREEMENT, AND TO PAY THE ESCROW AGENT ON DEMAND THE AMOUNT
OF ALL SUCH COSTS, DAMAGES, JUDGMENTS, ATTORNEY'S FEES, EXPENSES, OBLIGATIONS,
AND LIABILITIES. TO SECURE SAID INDEMNIFICATION AND TO SATISFY ITS COMPENSATION
HEREUNDER, THE ESCROW AGENT IS HEREBY GIVEN A FIRST LIEN UPON AND THE RIGHT TO
REIMBURSE ITSELF THEREFOR OUT OF, ALL OF THE RIGHTS, TITLES, AND INTERESTS OF
EACH OF SAID PARTIES IN ALL MONEY, PROPERTY, AND INSTRUMENTS DEPOSITED
HEREUNDER, EXCEPT FOR ANY MONEY, PROPERTY OR INSTRUMENTS THAT RELATE TO MONEY
RECEIVED THAT MUST BE RETURNED PURSUANT TO THE PROVISIONS OF THE SECOND TO LAST
SENTENCE OF SECTION 9.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of
the day and year first above written.
INLAND AMERICAN REAL ESTATE TRUST, INC.
By:
/s/ Brenda G. Gujral
Name:
Brenda G. Gujral
Its:
President
INLAND SECURITIES CORPORATION
By:
/s/ Roberta S. Matlin
Name:
Roberta S. Matlin
Its:
Vice President
LASALLE BANK NATIONAL ASSOCIATION
By:
/s/ John W. Porter
Name:
John W. Porter
Its:
Vice President