EXHIBIT 10.4
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of the 31st
day of August, 2005, by and among INLAND AMERICAN REAL ESTATE TRUST, INC., a
Maryland corporation (the "Company"), INLAND SECURITIES CORPORATION, a Delaware
corporation (the "Dealer Manager") and LASALLE BANK NATIONAL ASSOCIATION, a
national banking association (the "Escrow Agent").
1.
THE COMPANY DOES HEREBY OPEN THIS
ESCROW AND ESCROW AGENT'S SOLE CONCERN AND DUTIES SHALL BE AS SPECIFICALLY SET
FORTH HEREIN:
FROM TIME TO TIME DURING THE COURSE OF THIS ESCROW, IN CONNECTION
WITH THE COMPANY'S OFFERING (THE "OFFERING") OF UP TO 500,000,000 SHARES OF
COMMON STOCK ON A "BEST EFFORTS" BASIS (THE "SHARES") (EXCLUSIVE OF SHARES
OFFERED AND SOLD PURSUANT TO THE COMPANY'S DISTRIBUTION REINVESTMENT PLAN),
ESCROW AGENT WILL RECEIVE FROM SUBSCRIBERS DEPOSITS TO BE HELD IN ESCROW IN
ACCORDANCE WITH THE TERMS HEREOF. ALL SUCH FUNDS RECEIVED BY ESCROW AGENT SHALL
BE PLACED INTO AN INTEREST-BEARING ACCOUNT ENTITLED "INLAND AMERICAN REAL ESTATE
TRUST, INC. SUBSCRIPTION ACCOUNT" (THE "ESCROW ACCOUNT").
2.
ALL DEPOSITS FROM EACH SUBSCRIBER SHALL
BE ACCOMPANIED BY THE SUBSCRIBER NAME, SOCIAL SECURITY NUMBER, CURRENT ADDRESS
AND INVESTMENT AMOUNT.
3.
CHECKS DEPOSITED IN THE ESCROW ACCOUNT
FROM THE VARIOUS SUBSCRIBERS SHALL BE MADE PAYABLE TO "LBNA/ESCROW AGENT FOR
IARETI."
4.
ALL PARTIES UNDERSTAND AND ARE AWARE
THAT ALL FUNDS RECEIVED DURING THE COURSE OF THE ESCROW AND DEPOSITED IN THE
ESCROW ACCOUNT MUST CLEAR THE NORMAL BANKING CHANNELS PRIOR TO THE RELEASE OF
ANY FUNDS.
5.
THE COMPANY UNDERSTANDS THAT IT IS NOT
ENTITLED TO ANY FUNDS RECEIVED INTO ESCROW IN THE EVENT OF CANCELLATION OF THE
OFFERING AND IN SUCH EVENT, DEPOSITS SHALL BE RETURNED TO THE SUBSCRIBERS.
6.
THE PARTIES AGREE THAT THIS IS AN
IMPOUND ESCROW BETWEEN THE COMPANY, THE DEALER MANAGER AND THE ESCROW AGENT. THE
COMPANY AND THE DEALER MANAGER AGREE THAT THE SUBSCRIBERS WHO DEPOSIT INTO THE
ESCROW ACCOUNT ARE NOT A PARTY TO THIS ESCROW.
7.
ALL DOCUMENTS, INCLUDING ANY INSTRUMENT
NECESSARY FOR THE NEGOTIATION OR OTHER TRANSFER OF ESCROW ASSETS, DEPOSITED
SIMULTANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT ARE APPROVED BY THE COMPANY,
AND THE ESCROW AGENT SHALL NOT BE OBLIGATED TO INQUIRE AS TO THE FORM, MANNER OF
EXECUTION OR VALIDITY OF THESE DOCUMENTS OR ANY DOCUMENT HEREAFTER DEPOSITED
PURSUANT TO THE PROVISIONS HEREOF, NOR SHALL THE ESCROW AGENT BE OBLIGATED TO
INQUIRE AS TO THE IDENTITY, AUTHORITY OR RIGHTS OF THE PERSONS EXECUTING THE
SAME. THE ESCROW AGENT SHALL BE LIABLE UNDER THIS AGREEMENT ONLY FOR ITS GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ITS DUTIES EXPRESSLY SET
FORTH IN THIS AGREEMENT. THE ESCROW AGENT SHALL HAVE A LIEN ON ALL SECURITIES,
MONIES AND DOCUMENTS DEPOSITED IN THIS ESCROW BY EACH SUBSCRIBER TO SECURE
ESCROW AGENT'S REASONABLE COMPENSATION AND EXPENSES AND FOR JUDGMENTS,
ATTORNEYS' FEES AND OTHER LIABILITIES WHICH THE ESCROW AGENT MAY INCUR OR
SUSTAIN BY REASON OF THIS ESCROW, AND THE UNDERSIGNED AGREES TO PAY TO ESCROW
AGENT, UPON DEMAND, AMOUNTS TO SATISFY ALL SUCH