Exhibit 10.20


MEZZANINE GUARANTY AGREEMENT


 


THIS MEZZANINE
GUARANTY AGREEMENT (this “Guaranty”) is executed as of December 28, 2012 by INLAND REAL ESTATE INVESTMENT
CORPORATION, a Delaware corporation (“Guarantor”), for the benefit of JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a banking association chartered under the laws of the United States of America (“Lender”).


W I T N E S S E T H :


WHEREAS, pursuant
to that certain Mezzanine Promissory Note, dated of even date herewith, executed by IREIT DG SPE II Member, L.L.C., a Delaware
limited liability company (“Borrower”), and payable to the order of Lender in the original principal
amount of Two Million Four Hundred Eighty Thousand and No/100 Dollars ($2,480,000.00) (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 (together with all renewals, modifications, increases and extensions thereof, the “Security
Instrument”), 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, Borrower
owns 100% of the outstanding interests in each of the entities set forth on Schedule A attached hereto (collectively, “Mortgage
Borrower”), which Mortgage Borrower has executed on or about the date hereof a certain loan agreement, promissory note,
mortgages, deeds of trust, deeds to secure debt and certain other documents, each in favor of Lender (the “Mortgage Loan
Documents”), evidencing a mortgage loan in the amount of $4,140,000.00 (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
is an affiliate of Borrower, and 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:



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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.



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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.


Section
1.6            No
Duty To Pursue Others


.  It shall not be necessary
for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations
of Guarantor hereunder, first to (i) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the
Guaranteed Obligations or any other person, (ii) enforce Lender’s rights against any Collateral (as defined in the Security
Instrument) which shall ever have been given to secure the Loan, (iii) enforce Lender’s rights against any other guarantors
of the Guaranteed Obligations, (iv) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce
this Guaranty, (v) exhaust any remedies available to Lender against any Collateral which shall ever have been given to secure the
Loan, or (vi) 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: (i) any loans or advances made by
Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note, the Security Instrument or
of any other Loan Documents, (iv) 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, (v) the occurrence of any breach by Borrower or an Event of Default, (vi) Lender’s transfer or disposition
of the Guaranteed Obligations, or any part thereof, (vii) sale or foreclosure (or posting or advertising for sale or foreclosure)
of any Collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) 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.



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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) 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.


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.



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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) which 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.


Section
2.4            Invalidity
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 (i) the Guaranteed Obligations, or any part thereof, exceeds
the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) 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, (iv) the Guaranteed Obligations violate applicable usury laws, (v) the Borrower
has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly
or partially uncollectible from Borrower, (vi) the creation, performance or repayment of the Guaranteed Obligations (or the



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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.


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 (i) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (ii) to foreclose,
or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor,
or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part
of the Guaranteed Obligations.



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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, collectibility 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.



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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.



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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.


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 which 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.



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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.


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, (i) exercise or enforce any creditor’s right it may have against
Borrower, or (ii) 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


. Any notice, demand, statement, request
or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the
day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed
to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall
in like manner designate in writing. The addresses of the parties hereto are as follows:



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If to Guarantor:  Inland
Real Estate Investment Corporation

2901 Butterfield Road

Oak Brook, IL 60523

Attention: Catherine Lynch, Chief Financial Officer

Facsimile No.: (630) 645-2082


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

2901 Butterfield Road

Oak Brook, IL 60523

Attention: Robert H. Baum, General Counsel

Facsimile No.: (630) 218-4900


 


If to Lender:      JPMorgan Chase Bank,
National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 834-6029


with a copy to:   JPMorgan Chase
Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779


with an additional copy to:     Katten
Muchin Rosenman LLP

550 South Tryon Street, Ste. 2900

Charlotte, North Carolina 28202-4213

Attention: Daniel S. Huffenus, Esq.

Facsimile No.: (704) 344-3056


 


Section
5.3            Governing
Law


. This Guaranty shall be governed in
accordance with the laws of the State of New York.


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.



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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.


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.



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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.


Section
5.13        Waiver of
Right To Trial By Jury


. GUARANTOR HEREBY AGREES NOT TO ELECT
A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES 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 IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A
TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER 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.



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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.


 


[NO FURTHER TEXT ON THIS PAGE]



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EXECUTED 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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SCHEDULE A


 


MORTGAGE BORROWER


 


 


		1.	IREIT Mobile Moffett DG, L.L.C., a Delaware limited liability company



		2.	IREIT Daleville DG, L.L.C., a Delaware limited liability company



		3.	IREIT Valley DG, L.L.C., a Delaware limited liability company



		4.	IREIT Maryville DG, L.L.C., a Delaware limited liability company



		5.	IREIT LaGrange Hamilton DG, L.L.C., a Delaware limited liability company



		6.	IREIT LaGrange Wares Cross DG, L.L.C., a Delaware limited liability company



		7.	IREIT Brooks DG, L.L.C., a Delaware limited liability company



 


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