Exhibit
10.13


 


MEZZANINE
GUARANTY AGREEMENT


 


THIS MEZZANINE
GUARANTY AGREEMENT (this “Guaranty”) is executed as of May 3, 2017,
by INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (“Guarantor”), to and for the benefit
of PARKWAY BANK AND TRUST COMPANY, an Illinois banking corporation (“Lender”).


W
I T N E S S E T H :


WHEREAS,
pursuant to that certain Mezzanine Promissory Note of even date herewith executed by IRESI VERNON HILLS COMMONS, L.L.C.,
a Delaware limited liability company (“Borrower”), and payable to the order of
Lender in the original principal amount of Nine Million Two Hundred Thousand and no/100 Dollars ($9,200,000.00) (together with
all renewals, modifications, increases and extensions thereof, the “Note”), Borrower has become indebted, and
may from time to time be further indebted, to Lender with respect to a loan (the “Loan”) which is secured by
that certain Mezzanine Pledge and Security Agreement of even date herewith (together with all renewals, modifications, increases
and extensions thereof, the “Security Instrument”) by and between Inland Residential Operating Partnership,
L.P., a Delaware limited partnership, and Lender, and further evidenced, secured or governed by other
instruments and documents executed in connection with the Loan (together with the Note and the Security Instrument, the “Loan
Documents”); and


WHEREAS,
Guarantor is an affiliate of Borrower and Borrower has executed a certain loan agreement, promissory
note, mortgage and certain other documents, each of even date herewith and in favor of Lender (collectively, the “Mortgage
Loan Documents”), evidencing a mortgage loan in the principal amount of $13,800,000.00 (the
“Mortgage Loan”);


WHEREAS,
Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees payment
and performance to Lender of the Guaranteed Obligations (as herein defined); and


WHEREAS,
Guarantor will benefit from Lender’s making the Loan to Borrower.


NOW,
THEREFORE, as an inducement to Lender to make the Loan to Borrower, and to extend such additional credit as Lender may from time
to time agree to extend under the Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency
of which are hereby acknowledged, the parties do hereby agree as follows:




    1 


     


    

ARTICLE
1 - NATURE AND SCOPE OF GUARANTY


Section
1.1            Guaranty of Obligation. Guarantor hereby
irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment of the Guaranteed Obligations as
and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby
irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.


Section
1.2            Definition of Guaranteed Obligations. As
used herein, the term “Guaranteed Obligations” means the full and prompt payment to Lender of the principal
and interest, and all other sums that become due under the terms of the Note and the performance of all obligations thereunder,
without deduction by reason of any set-off, defense, or counterclaim, and irrespective of any invalidity thereof, the unenforceability
thereof, or the insufficiency, invalidity, or unenforceability of any security therefor.


Section
1.3            Nature of Guaranty. This Guaranty is an
irrevocable, absolute, continuing guaranty of payment and not a guaranty of collection. This Guaranty may not be revoked by Guarantor
and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation
by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding
upon Guarantor’s estate and Guarantor’s legal representatives and heirs). The fact that at any time or from time to
time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender
with respect to the Guaranteed Obligations. This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall
not be discharged by the assignment or negotiation of all or part of the Note.


Section
1.4            Guaranteed Obligations Not Reduced by Offset. The
Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or
released because or by reason of any existing or future offset, claim or defense of Borrower or any other party, against Lender
or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed
Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.


Section
1.5            Payment By Guarantor. If all or any part of the
Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor
shall, within three (3) Business Days of written demand by Lender, and without any further presentment, protest, notice of protest,
notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice
whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s
address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part
of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations.
Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.




    2 


     


    

Section
1.6            No Duty To Pursue Others. It shall
not be necessary for Lender (and Guarantor hereby waives any rights that Guarantor may have to require Lender), in order to enforce
the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on
the Loan or the Guaranteed Obligations or any other person, (b) enforce Lender’s rights against any Collateral (as defined
in the Security Instrument) which shall ever have been given to secure the Loan, (c) enforce Lender’s rights against any
other guarantors of the Guaranteed Obligations, (d) join Borrower or any others liable on the Guaranteed Obligations in any action
seeking to enforce this Guaranty, (e) exhaust any remedies available to Lender against any Collateral which shall ever have been
given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Lender shall not
be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.


Section
1.7            Waivers.  Guarantor agrees to the
provisions of the Loan Documents, and, except as specifically set forth herein, hereby waives notice of: (a) any loans or advances
made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Security Instrument
or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or
of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection
with the Collateral, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition
of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure)
of any Collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower or (i) any other action
at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty,
the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations
hereby guaranteed.


Section
1.8            Payment of Expenses.  In the event
that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand
by Lender, pay Lender all costs and expenses (including court costs and reasonable attorneys’ fees and expenses) incurred
by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section
shall survive the payment and performance of the Guaranteed Obligations.


Section
1.9            Effect of Bankruptcy.  In the event
that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or
decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the
Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor
by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and
Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such
obligations and then only to the extent of such performance.


 




    3 


     


    

Section
1.10        Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding
anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates,
during any period in which the Loan remains unsatisfied, any and all rights it may now or hereafter have under any agreement, at
law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim
against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment
of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.


Section
1.11        Borrower.  The term “Borrower” as used herein
shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint
venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift
or bequest of Borrower or any interest in Borrower.


ARTICLE
2 - EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS


Guarantor
hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not
be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable,
statutory or other rights (including without limitation rights to notice) that Guarantor might otherwise have as a result of or
in connection with any of the following:


Section
2.1            Modifications. Any renewal, extension, increase,
modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Security Instrument,
the other Loan Documents, or any other document, instrument, contract or understanding between Borrower and Lender, or any other
parties, pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.


Section
2.2            Adjustment. Any adjustment, indulgence, forbearance
or compromise that might be granted or given by Lender to Borrower or any Guarantor.


Section
2.3            Condition of Borrower or Guarantor. The insolvency,
bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor
or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower
or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders,
partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.




    4 


     


    

Section
2.4Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed
Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including
without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b)
the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing
the Note, the Security Instrument or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess
of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or
offsets (whether at law, in equity or by agreement) that render the Guaranteed Obligations wholly or partially uncollectible from
Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance
of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations,
or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) the Note,
the Security Instrument or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic,
it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other person be found not liable
on the Guaranteed Obligations or any part thereof for any reason.


Section
2.5            Release of Obligors. Any full or
partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any
other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to
pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged
and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support
of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding
or agreement that other parties will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other
parties to pay or perform the Guaranteed Obligations.


Section
2.6            Other Collateral.  The taking or
accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.


Section
2.7            Release of Collateral. Any release, surrender,
exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable
or unjustifiable impairment) of any Collateral, property or security at any time existing in connection with, or assuring or securing
payment of, all or any part of the Guaranteed Obligations.




    5 


     


    

Section
2.8            Care and Diligence.  The failure
of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other
handling or treatment of all or any part of such Collateral, property or security, including but not limited to any neglect, delay,
omission, failure or refusal of Lender (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations
or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon
any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing
all or any part of the Guaranteed Obligations.


Section
2.9            Unenforceability. The fact that any
collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment
of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable
or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering
into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value
of any of the Collateral for the Guaranteed Obligations.


Section
2.10        Offset. The Note, the Security Instrument, the Guaranteed Obligations
and the liabilities and obligations of the Guarantor to Lender hereunder shall not be reduced, discharged or released because of
or by reason of any existing or future right of offset, claim or defense of Borrower against Lender, or any other party, or against
payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed
Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.


Section
2.11        Merger. The reorganization, merger or consolidation of Borrower into
or with any other corporation or entity.


Section
2.12        Preference. Any payment by Borrower to Lender is held to constitute
a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower
or someone else.


Section
2.13        Other Actions Taken or Omitted.  Any other action taken
or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor,
whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay
the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor
shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or
omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which
obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.




    6 


     


    

ARTICLE
3 - REPRESENTATIONS AND WARRANTIES


To
induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor represents and warrants to Lender as follows:


Section
3.1            Benefit. Guarantor is an affiliate of Borrower
and/or is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit
from the making of this Guaranty with respect to the Guaranteed Obligations.


Section
3.2            Familiarity and Reliance. Guarantor is familiar
with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with
the value of any and all Collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however,
Guarantor is not relying on such financial condition or the Collateral as an inducement to enter into this Guaranty.


Section
3.3            No Representation By Lender. Neither Lender nor
any other party has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this
Guaranty.


Section
3.4            Guarantor’s Financial Condition. As of
the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will
be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities)
and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.


Section
3.5            Legality. The execution, delivery and performance
by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene
or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which
with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed
of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable
to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.


Section
3.6            No Litigation. As of the date hereof, Guarantor
is not subject to any pending or, to the best of Guarantor’s knowledge, threatened litigation or governmental proceedings
which might materially adversely affect Guarantor’s condition (financial or otherwise) or business.


Section
3.7            Survival. All representations and warranties
made by Guarantor herein shall survive the execution hereof.




    7 


     


    

ARTICLE
4 - SUBORDINATION OF CERTAIN INDEBTEDNESS


Section
4.1            Subordination of All Guarantor Claims. As used
herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts
and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent,
primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced
by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts or liabilities
may, at their inception, have been, or may hereafter be, created, or the manner in which they have been or may hereafter be acquired
by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising
as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations.
Upon the occurrence of an Event of Default and during the continuance thereof or the occurrence of an event that would, with the
giving of notice or the passage of time, or both, constitute an Event of Default, Guarantor shall not receive or collect, directly
or indirectly, from Borrower or any other party any amount upon the Guarantor Claims unless and until the Loan has been repaid
in full.


Section
4.2            Claims in Bankruptcy. In the event of receivership,
bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor,
Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly
from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims.
Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application upon the Guaranteed Obligations,
any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute
a credit upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated
to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation
of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which
would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.


Section
4.3            Payments Held in Trust. In the event that, notwithstanding
anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited
by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or
distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims
or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender.




    8 


     


    

Section
4.4            Liens Subordinate. Guarantor agrees that any
liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor
Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances
upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of
Guarantor or Lender presently exist or are hereafter created or attach. During any period in which the Loan remains unsatisfied,
Guarantor shall not, without the prior written consent of Lender, (a) exercise or enforce any creditor’s right it may have
against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial
or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s
relief or insolvency proceeding) to enforce any liens, mortgage, deeds of trust, security interests, collateral rights, judgments
or other encumbrances on assets of Borrower held by Guarantor.


ARTICLE
5 - MISCELLANEOUS


Section
5.1            Waiver. No failure to exercise, and no delay
in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall
be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty nor consent to
departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case
and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the
same, similar or other instances without such notice or demand.


Section 5.2            Notices.
Each notice, consent, request, report or other communication hereunder (each, a “Notice”) that any party hereto may
desire or be required to give to the other shall be deemed to be an adequate and sufficient notice if given in writing and service
is made by either (i) personal delivery; or (ii) nationally recognized overnight air courier, next day delivery, prepaid,
in which case such notice shall be deemed to have been received 1 business day following delivery to such nationally recognized
overnight air courier. All Notices shall be addressed as follows:




    9 


     


    

If
to Guarantor:    Inland Real Estate Investment Corporation

2901 Butterfield Road

Oak Brook, IL 60523

Attention: President






With
a copy to:    The Inland Real Estate Group, Inc./Law Department.

2901 Butterfield Road

Oak Brook, IL 60523

Attention: General Counsel






If
to Lender:         Parkway Bank & Trust Company

4800 N. Harlem Avenue

Harwood Heights, IL 60706

Attention: Gregory T. Bear, Executive Vice President


with
a copy to:      Latimer LeVay Fyock LLC

55 W. Monroe Street, Suite 1100

Chicago, IL 60603

Attention: Sheryl Fyock, Esq.


 


or to such other place as any
party may by written notice to the other parties hereafter designate as a place for service of notice. Borrower shall not be permitted
to designate more than one place for service of Notice concurrently.


Section
5.3            Governing Law. This Guaranty shall be governed
in accordance with the laws of the Illinois, without regard to principles of conflicts of laws.


Section
5.4            Invalid Provisions. If any provision of this
Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty,
such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force
and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty,
unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions
of the parties as expressed herein.


Section
5.5            Amendments. This Guaranty may be amended only
by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought
to be enforced.


Section
5.6            Parties Bound; Assignment; Joint and Several.
This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and
legal representatives; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its
rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities
of each such person or party shall be joint and several.




    10 


     


    

Section
5.7            Headings. Section headings are for convenience
of reference only and shall in no way affect the interpretation of this Guaranty.


Section
5.8            Recitals. The recital and introductory paragraphs
hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts
and documents referred to therein.


Section
5.9            Counterparts. To facilitate execution, this Guaranty
may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on
behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts
shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account
for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature
page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and
thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.


Section
5.10       Rights and Remedies. If Guarantor becomes liable for any indebtedness owing
by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired
or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have
against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity,
shall not preclude the concurrent or subsequent exercise of any other right or remedy.


Section
5.11        Other Defined Terms. Any capitalized term utilized herein shall have
the meaning as specified in the Security Instrument, unless such term is otherwise specifically defined herein.


Section
5.12        Entirety. THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR
AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY
IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN
GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY
TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.




    11 


     


    

Section
5.13        Waiver of Right To Trial By Jury. GUARANTOR AND, BY ITS ACCEPTANCE HEREOF,
LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY
TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, SECURITY INSTRUMENT, OR
THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL
BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND, BY ITS ACCEPTANCE, LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO
FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.


Section
5.14        Reinstatement in Certain Circumstances. If at any time any payment of
the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s
obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such
time.


Section
5.15        Covenant Regarding Proceedings. Guarantor shall give prompt written
notice to Lender of any litigation or governmental proceedings known by Guarantor to be pending or threatened against Guarantor
which in Guarantor’s reasonable judgment might materially adversely affect Guarantor’s condition (financial or otherwise)
or business.


[Signature
Page Follows]




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IN
WITNESS WHEREOF, Guarantor has executed this Mezzanine Guaranty Agreement as of the day and year first above written.


GUARANTOR:


INLAND
REAL ESTATE INVESTMENT CORPORATION,

a Delaware corporation


 


By:      
/s/ Catherine L. Lynch         


Name:
 Catherine L. Lynch             


Title:
   CFO                                   


 




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