Exhibit 10.6


Loan No. 33-0924150


GUARANTY
OF RECOURSE OBLIGATIONS






FOR VALUE RECEIVED,
and to induce WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd
Floor, MAC A0227-020, Oakland, California 94612 (together with its successors and/or assigns, “Lender”), to
lend to IREIT FLOWOOD DOGWOOD, L.L.C., a Delaware limited liability company, having its principal place of business at 2901
Butterfield Road, Oak Brook, Illinois 60523 (“Borrower”), the principal sum of TWENTY FOUR MILLION THREE HUNDRED
FIFTY ONE THOUSAND SEVEN HUNDRED FIFTY AND NO/100 DOLLARS ($24,351,750.00) (the “Loan”), evidenced by that certain
Promissory Note (as the same may be amended, restated, replaced, split or otherwise modified, the “Note”) and
that certain Loan Agreement (as the same may be amended, restated, replaced or otherwise modified the “Loan Agreement”)
and secured by that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Security
Instrument”). Guarantor (defined below) is delivering this Guaranty (defined below) to Lender. The Note, the Security
Instrument, the Loan Agreement and all other documents, agreements and certificates executed and/or delivered in connection with
the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, are collectively
referred to herein as the “Loan Documents”. Capitalized terms not otherwise defined herein have the meanings
set forth in the Loan Agreement.


1.              
As of this [___] day of June, 2014, the undersigned, INLAND
REAL ESTATE INCOME TRUST, INC., a Maryland corporation, having an address at 2901 Butterfield Road, Oak Brook, Illinois
60523 (hereinafter referred to as “Guarantor”), hereby absolutely and unconditionally guarantees to Lender the
prompt and unconditional payment of the Guaranteed Obligations (hereinafter defined).


2.              
It is expressly understood and agreed that this is a continuing guaranty and that the obligations of Guarantor hereunder
are and shall be absolute under any and all circumstances, without regard to the validity, regularity or enforceability of the
Note, the Loan Agreement, the Security Instrument or the other Loan Documents, a true copy of each of said documents Guarantor
hereby acknowledges having received and reviewed.


3.              
The term “Debt” as used in this Guaranty of Recourse Obligations (this “Guaranty”)
shall mean (i) the outstanding principal amount set forth in, and evidenced by, the Loan Agreement and the Note together with all
interest accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, the Loan Agreement
or the other Loan Documents, (ii) any Interest Rate Protection Breakage Costs due and payable pursuant to the Interest Rate Protection
Agreement, and (iii) all sums advanced and costs and expenses incurred (including unpaid or unreimbursed servicing and special
servicing fees) by Lender in connection with the enforcement and/or collection of the Debt or any part thereof.




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4.              
The term “Guaranteed Obligations” as used in this Guaranty shall mean all obligations and liabilities
of Borrower for which Borrower shall be personally liable pursuant to Article 13 of the Loan Agreement.


5.              
Any indebtedness of Borrower to Guarantor now or hereafter existing (including, but not limited to, any rights to subrogation
Guarantor may have as a result of any payment by Guarantor under this Guaranty), together with any interest thereon, shall be,
and such indebtedness is, hereby deferred, postponed and subordinated to the prior payment in full of the Debt. Until payment in
full of the Debt (and including interest accruing on the Note after the commencement of a proceeding by or against Borrower under
the Bankruptcy Code, which interest the parties agree shall remain a claim that is prior and superior to any claim of Guarantor
notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code generally), Guarantor agrees not to
accept any payment or satisfaction of any kind of indebtedness of Borrower to Guarantor and hereby assigns such indebtedness to
Lender, including the right to file proof of claim and to vote thereon in connection with any such proceeding under the Bankruptcy
Code, including the right to vote on any plan of reorganization. Further, if Guarantor shall comprise more than one person, firm
or corporation, Guarantor agrees that until such payment in full of the Debt, (a) no one of them shall accept payment from the
others by way of contribution on account of any payment made hereunder by such party to Lender, (b) no one of them will take any
action to exercise or enforce any rights to such contribution, and (c) if any of Guarantor should receive any payment, satisfaction
or security for any indebtedness of Borrower to any of Guarantor or for any contribution by the others of Guarantor for payment
made hereunder by the recipient to Lender, the same shall be delivered to Lender in the form received, endorsed or assigned as
may be appropriate for application on account of, or as security for, the Debt and until so delivered, shall be held in trust for
Lender as security for the Debt.


6.              
Guarantor agrees that, with or without notice or demand, Guarantor will reimburse Lender, to the extent that such reimbursement
is not made by Borrower, for all costs and expenses (including reasonable out-of-pocket third party counsel fees) incurred by Lender
in connection with the collection of the Guaranteed Obligations or any portion thereof or with the enforcement of this Guaranty.


7.              
All moneys available to Lender for application in payment or reduction of the Debt may be applied by Lender in such manner
and in such amounts and at such time or times and in such order and priority as Lender may see fit to the payment or reduction
of such portion of the Debt as Lender may elect.




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8.              
Guarantor waives: (a) any defense based upon any legal disability or other defense of Borrower, any other guarantor or other
person, or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment of all
sums payable under the Loan Agreement or any of the other Loan Documents; (b) any defense based upon any lack of authority of the
officers, directors, partners or agents acting or purporting to act on behalf of Borrower or any principal of Borrower or any defect
in the formation of Borrower or any principal of Borrower; (c) any defense based upon the application by Borrower of the proceeds
of the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor;
(d) all rights and defenses arising out of an election of remedies by Lender; (e) any defense based upon Lender’s failure
to disclose to Guarantor any information concerning Borrower’s financial condition or any other circumstances bearing on
Borrower’s ability to pay all sums payable under the Loan Agreement or any of the other Loan Documents; (f) any defense based
upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other
respects more burdensome than that of a principal; (g) any defense based upon Lender’s election, in any proceeding instituted
under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (h) any defense
based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code; (i) presentment, demand,
protest and notice of any kind; and (j) the benefit of any statute of limitations affecting the liability of Guarantor hereunder
or the enforcement hereof. In addition, Guarantor waives all rights and defenses that Guarantor may have because Borrower’s
debt is secured by real property. This means, among other things: (1) Lender may collect from Guarantor without first foreclosing
on any real or personal property collateral pledged by Borrower; and (2) if Lender forecloses on any real property collateral pledged
by Borrower, then (i) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure
sale, even if the collateral is worth more than the sale price, and (ii) Lender may collect from Guarantor even if Lender, by foreclosing
on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. The foregoing sentence is
an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt is secured
by real property. Finally, Guarantor agrees that the payment of all sums payable under the Loan Agreement or any of the other Loan
Documents or any part thereof or other act which tolls any statute of limitations applicable to the Note or the other Loan Documents
shall similarly operate to toll the statute of limitations applicable to Guarantor’s liability hereunder.


Guarantor hereby
acknowledges that: (a) as part of Lender’s consideration for entering into this transaction, Lender has specifically bargained
for the waiver and relinquishment by Guarantor of all such defenses and (b) Guarantor has had the opportunity to seek and receive
legal advice from skilled legal counsel in the area of financial transactions of the type reflected in this Guaranty and the Loan
Documents.  Guarantor hereby represents and confirms to Lender that Guarantor is fully informed regarding, and that Guarantor
does thoroughly understand, (i) the nature of all such possible defenses, (ii) the circumstances under which those defenses
may arise, (iii) the benefits which those defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of
waiving those defenses.  Guarantor acknowledges that Guarantor has entered into this Guaranty, and both undertaken Guarantor’s
obligations and given its unconditional waiver with the intent that this Guaranty and all such waivers shall be fully enforceable
by Lender, and that Lender has been induced to enter into this transaction in material reliance upon the presumed full enforceability
thereof.




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9.              
Guarantor further agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be
terminated, affected or impaired by reason of (a) the assertion by Lender of any rights or remedies which it may have under or
with respect to the Note, the Loan Agreement, the Security Instrument, or the other Loan Documents against any Person obligated
thereunder or against the owner of the Property, (b) any failure to file or record any of such instruments or to take or perfect
any security intended to be provided thereby, (c) the release or exchange of any property covered by the Security Instrument or
other collateral for the Loan, (d) Lender’s failure to exercise, or delay in exercising, any such right or remedy or any
right or remedy Lender may have hereunder or in respect to this Guaranty, (e) the commencement of a case under the Bankruptcy Code
by or against any person obligated under the Note, the Loan Agreement, the Security Instrument or the other Loan Documents, or
the death of any Guarantor, (f) by any partial or total transfer or pledge of the interests in Borrower, or in any direct or indirect
owner of Borrower, and/or the reconstitution of Borrower as a result of such transfer or pledge, regardless of whether any of the
foregoing is permitted under the Loan Documents, or (g) any payment made on the Debt or any other indebtedness arising under the
Note, the Loan Agreement, the Security Instrument or the other Loan Documents, whether made by Borrower or Guarantor or any other
person, which is required to be refunded pursuant to any bankruptcy or insolvency law; it being understood that no payment so refunded
shall be considered as a payment of any portion of the Debt, nor shall it have the effect of reducing the liability of Guarantor
hereunder. 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 the Guaranteed Obligations hereunder shall not be discharged except by Guarantor’s performance
of such Guaranteed Obligations and then only to the extent of such performance. It is further understood, that if Borrower shall
have taken advantage of, or be subject to the protection of, any provision in the Bankruptcy Code, the effect of which is to prevent
or delay Lender from taking any remedial action against Borrower, including the exercise of any option Lender has to declare the
Debt due and payable on the happening of any default or event by which under the terms of the Note, the Loan Agreement, the Security
Instrument or the other Loan Documents, the Debt shall become due and payable, Lender may, as against Guarantor, nevertheless,
declare the Debt due and payable and enforce any or all of its rights and remedies against Guarantor provided for herein.




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10.           
Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions
precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless
of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c)
Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other
information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto,
and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately
informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder
and Lender has not made any representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor
previously delivered to Lender are true and correct in all respects, have been prepared in accordance with GAAP or in accordance
with other principles acceptable to Lender in its reasonable discretion (consistently applied) and fairly present the financial
condition of Guarantor in all material respects as of the respective dates thereof, and no material adverse change has occurred
in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the
prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially
all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and
(f) Guarantor has not and will not cause or consent to any action or failure to act that would result in Borrower failing
to be at all times a “single purpose entity” as described in Article 5 of the Loan Agreement.


11.           
So long as the Loan or any other obligation guaranteed hereby remains outstanding (other than, following the termination
of the Loan Agreement and all other Loan Documents, contingent indemnification obligations as to which no claim has been made),
Guarantor shall provide to Lender (i) within one hundred twenty (120) days after the end of each fiscal year and sixty (60) days
after the end of each calendar quarter (i.e., ending in March, June and September), (A) financial statements of Guarantor covering
the corresponding period then ended including a balance sheet, an income and expenses statement, (B) a statement of cash flow and
(C) a statement of change in financial position, prepared by a Responsible Officer of Guarantor, together with a certificate of
Guarantor that the Minimum Financial Criteria (defined below) continues to be satisfied (including Guarantor’s calculation
of Guarantor’s Net Worth and Liquidity), such statements delivered pursuant to this clause (i) shall be certified as being
true and correct by a Responsible Officer of Guarantor (collectively, the “Guarantor Financial Deliverables”)
and (ii) such other information reasonably requested by Lender and reasonably available to Guarantor. Notwithstanding the foregoing,
so long as Guarantor is a publicly-traded entity that files a Form 10Q report and a Form 10K report with the Securities and Exchange
Commission, in lieu of the Guarantor Financial Deliverables, Guarantor shall provide to Lender (x) within sixty (60) days after
the end of each of Guarantor’s fiscal quarters (defined as March, June and September), Guarantor’s Form 10Q report
filed with the Securities and Exchange Commission, which includes a balance sheet, statement of operations and statement of cash
flow for Guarantor, each dated as of the last day of such fiscal quarter and (y) within one hundred twenty (120) days after the
end of each of Guarantor’s fiscal years, Guarantor’s Form 10K report




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filed with the Securities
and Exchange Commission, a balance sheet, a statement of operations and a statement of cash flow for Guarantor, each dated as of
the last day of such fiscal year, in form and substance reasonably satisfactory to Lender and audited by an independent auditor
acceptable to Lender. Guarantor agrees that all financial statements to be delivered to Lender pursuant to this Section 11 shall:
(i) be complete and correct in all material respects; (ii) present fairly and accurately the financial condition of Guarantor;
(iii) disclose all liabilities that are required to be reflected or reserved against; and (iv) be prepared (A) in hardcopy
and electronic formats and (B) in accordance with GAAP or in accordance with other principles acceptable to Lender in its reasonable
discretion (consistently applied). Guarantor shall be deemed to warrant and represent that, as of the date of delivery of any such
financial statement, there has been no material adverse change in financial condition, nor have any assets or properties been sold,
transferred, assigned, mortgaged, pledged or encumbered (other than in the ordinary course of business and in accordance with the
Loan Documents) since the date of such financial statement except as disclosed by Guarantor in a writing delivered to Lender. Guarantor
agrees that all financial statements shall not contain any misrepresentation or omission of a material fact which would make such
financial statements inaccurate, incomplete or otherwise misleading in any material respect.


Furthermore, each
legal entity and individual obligated on this Guaranty hereby authorizes Lender to order and obtain, from a credit reporting agency
of Lender’s choice, a third party credit report on such legal entity and individual.


12.           
Guarantor further covenants that this Guaranty shall remain and continue in full force and effect as to any modification,
extension or renewal of the Note, the Loan Agreement, the Security Instrument, or any of the other Loan Documents, that Lender
shall not be under a duty to protect, secure or insure any security or lien provided by the Security Instrument or other such collateral,
and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or
suffered without notice to, or further consent of, Guarantor.


13.           
As a further inducement to Lender to make the Loan and in consideration thereof, Guarantor further covenants and agrees
(a) that in any action or proceeding brought by Lender against Guarantor on this Guaranty, Guarantor shall and does hereby waive
trial by jury, (b) Guarantor will maintain a place of business or an agent for service of process in the State of Mississippi
(the “Property State”) and give prompt notice to Lender of the address of such place of business and of the
name and address of any new agent appointed by it, as appropriate, (c) the failure of Guarantor’s agent for service of process
to give it notice of any service of process will not impair or affect the validity of such service or of any judgment based thereon,
(d) if, despite the foregoing, there is for any reason no agent for service of process of Guarantor available to be served, and
if Guarantor at that time has no place of business in the Property State then Guarantor irrevocably consents to service of process
by registered or certified mail, postage prepaid, to it at its address given in or pursuant to the first paragraph hereof, Guarantor
hereby waiving personal service thereof, (e) that within thirty days after such mailing, Guarantor so served shall appear or answer
to any summons and complaint or other process and should




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Guarantor so served
fail to appear or answer within said thirty-day period, said Guarantor shall be deemed in default and judgment may be entered by
Lender against the said party for the amount as demanded in any summons and complaint or other process so served, (f) Guarantor
initially and irrevocably designates C T Corporation System, with offices on the date hereof at 645 Lakeland East Drive, Suite
101, Flowood, MS 39232, to receive for and on behalf of Guarantor service of process in the Property State with respect to this
Guaranty, (g) with respect to any claim or action arising hereunder, Guarantor (i) irrevocably submits to the nonexclusive jurisdiction
of the courts of the State where the Property is located and the United States District Court located in the county in which the
Property is located, and appellate courts from any thereof, and (ii) irrevocably waives any objection which it may have at any
time to the laying on venue of any suit, action or proceeding arising out of or relating to this Guaranty brought in any such court,
irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum, and (h) nothing in this Guaranty will be deemed to preclude Lender from bringing an action or proceeding with respect hereto
in any other jurisdiction.


14.           
This is a guaranty of payment and not of collection and Guarantor shall be a primary obligor of the Guaranteed Obligations.
Upon the Guaranteed Obligations being incurred by Lender or upon any default of Borrower under the Note, the Loan Agreement, the
Security Instrument or the other Loan Documents, Lender may, at its option, proceed directly and at once, without notice, against
Guarantor to collect and recover the full amount of the liability hereunder or any portion thereof, without proceeding against
Borrower or any other person, or foreclosing upon, selling, or otherwise disposing of or collecting or applying against any of
the mortgaged property or other collateral for the Loan.


15.           
Each reference herein to Lender shall be deemed to include its successors and assigns, to whose favor the provisions of
this Guaranty shall also inure. Each reference herein to Guarantor shall be deemed to include the heirs, executors, administrators,
legal representatives, successors and assigns of Guarantor, all of whom shall be bound by the provisions of this Guaranty.


16.           
If any party hereto shall be a partnership, the agreements and obligations on the part of Guarantor herein contained shall
remain in force and application notwithstanding any changes in the individuals composing the partnership and the term “Guarantor”
shall include any altered or successive partnerships but the predecessor partnerships and their partners shall not thereby be released
from any obligations or liability hereunder.


17.           
It is the intent of Guarantor and Lender that the obligations and liabilities of Guarantor hereunder are absolute and unconditional
under any and all circumstances and that until the Guaranteed Obligations are fully and finally paid and performed, and not subject
to refund or disgorgement, the obligations and liabilities of Guarantor hereunder shall not be discharged or released, in whole
or in part, by any act or occurrence that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge
or release of a Guarantor. This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and
shall survive the exercise of any remedy by Lender under the Security Instrument or any of the other Loan Documents, including,
without limitation, any foreclosure or deed in lieu of foreclosure.




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18.           
All understandings, representations and agreements heretofore had with respect to this Guaranty are merged into this Guaranty
which alone fully and completely expresses the agreement of Guarantor and Lender.


19.           
This Guaranty may be executed in one or more counterparts by some or all of the parties hereto, each of which counterparts
shall be an original and all of which together shall constitute a single agreement of Guaranty. The failure of any party hereto
to execute this Guaranty, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.


20.           
This Guaranty may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or
failure to act on the part of Lender or Borrower, but only by an agreement in writing signed by the party against whom enforcement
of any modification, amendment, waiver, extension, change, discharge or termination is sought.


21.           
This Guaranty shall be deemed to be a contract entered into pursuant to the laws of the Property State and shall in all
respects be governed, construed, applied and enforced in accordance with applicable federal law and the laws of the Property State,
without reference or giving effect to any choice of law doctrine.


22.           
Guarantor (and its representative, executing below, if any) hereby warrants, represents and covenants to Lender that:


(a)            
Guarantor is duly organized and existing and in good standing under the laws of the state in which such entity is organized.
Guarantor is currently qualified or licensed (as applicable) and shall remain qualified or licensed to do business in each jurisdiction
in which the nature of its business requires it to be so qualified or licensed.


(b)           
The execution and delivery by Guarantor (and its representative executing below, if any) of the Loan Documents to which
Guarantor is a party has been duly authorized and the Loan Documents to which Guarantor is a party constitute valid and binding
obligations of Guarantor, enforceable in accordance with their terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium or other laws affecting the enforcement of creditors’ rights, or by the application of rules of equity.


(c)            
The execution, delivery and performance by Guarantor of each of the Loan Documents to which Guarantor is a party do not
violate any provision of any law or regulation, or result in any breach or default under any contract, obligation, indenture or
other instrument to which Guarantor is a party or by which Guarantor is bound.




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(d)           
There are no pending or, to Guarantor’s knowledge, threatened actions, claims, investigations, suits or proceedings
before any governmental authority, court or administrative agency which affect the financial condition or operations of Guarantor,
Borrower and/or the Property which actions, claims, investigations, suits or proceedings may (a) result in any material adverse
change in the business, operations, condition (financial or otherwise), properties or assets of Guarantor, (b) result in any material
impairment of the rights or ability of Guarantor to carry on its business substantially as now conducted, (c) result in any material
liability on the part of Guarantor, (d) draw into question the validity of this Guaranty or of any action taken or to be taken
in connection with the obligations of Guarantor contemplated herein, and/or (e) materially impact the ability of Guarantor to perform
under the terms of this Guaranty.


(e)            
There are no pending assessments or adjustments of Guarantor’s income tax payable with respect to any year.


(f)            
None of the transactions contemplated by the Loan Documents will be or have been made with an actual intent to hinder, delay
or defraud any present or future creditors of Borrower or Guarantor, and Borrower and Guarantor, on the date hereof, will have
received fair and reasonably equivalent value in good faith for the continued grant of the liens or security interests effected
by the Loan Documents. As of the date hereof, Borrower and Guarantor are solvent and will not be rendered insolvent by the transactions
contemplated by the Loan Documents. As of the date hereof, Borrower and Guarantor are able to pay their respective debts as they
become due.


(g)           
Guarantor shall promptly notify Lender in writing of any litigation pending or threatened against Guarantor claiming damages
in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) and of all pending or threatened litigation against Guarantor
if the aggregate damage claims against Guarantor exceed Five Hundred Thousand and No/100 Dollars ($500,000.00).


(h)           
As of the date hereof and continuing thereafter for the term of the Loan, the representations and warranties set forth in
Sections 3.5, 3.7, 3.8, 3.21, 3.28 and 3.29 of the Loan Agreement are true and correct with respect to Guarantor, it being understood
that wherever the term “Borrower” is used in each the foregoing sections it shall be deemed to be “Guarantor”.


(i)             
Guarantor shall keep and maintain or will cause to be kept and maintained proper and accurate books and records reflecting
the financial affairs of Guarantor. Lender shall have the right from time to time during normal business hours upon reasonable
notice to Guarantor to examine such books and records at the office of Guarantor or other Person maintaining such books and records
and to make such copies or extracts thereof as Lender shall desire.




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(j)             
So long as the Loan and any of the obligations set forth in the Loan Documents remain outstanding, Guarantor shall maintain
(i) a minimum Net Worth (as defined herein) of not less than $30,000,000.00 and (ii) Liquidity (as defined herein) of no less than
$7,500,000.00 (the above items, (i) and (ii), collectively, the “Minimum Financial Criteria”).


As used herein:


“Net Worth”
shall mean net worth as calculated in accordance with generally accepted accounting principles (or other principles acceptable
to Lender).


“Liquidity”
shall mean (a) unencumbered Cash and Cash Equivalents of Guarantor and (b) marketable securities of Guarantor, each valued
in accordance with GAAP (or other principles acceptable to Lender).


“Cash and
Cash Equivalents” shall mean all unrestricted or unencumbered (A) cash and (B) any of the following: (x) marketable direct
obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the
full faith and credit of the United States; (y) marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public instrumentality thereof which, at the time of acquisition,
has one of the two highest ratings obtainable from any two (2) of Standard & Poor’s Corporation, Moody’s Investors
Service, Inc. or Fitch Investors (or, if at any time no two of the foregoing shall be rating such obligations, then from such other
nationally recognized rating services as may be acceptable to Lender) and is not listed for possible down-grade in any publication
of any of the foregoing rating services; (z) domestic certificates of deposit or domestic time deposits or repurchase agreements
issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of
Columbia having combined capital and surplus of not less than $1,000,000,000.00, which commercial bank has a rating of at least
either AA or such comparable rating from Standard & Poor’s Corporation or Moody’s Investors Service, Inc., respectively;
(aa) any funds deposited or invested by Guarantor in accounts maintained with Lender and which are not held in escrow for,
or pledged as security for, any obligations of Guarantor, Borrower and/or any of their affiliates; (bb) money market funds having
assets under management in excess of $2,000,000,000.00 and/or (cc) any unrestricted stock, shares, certificates, bonds, debentures,
notes or other instrument which constitutes a “security” under the Security Act of 1933 (other than Guarantor, Borrower
and/or any of their affiliates) which are freely tradable on any nationally recognized securities exchange and are not otherwise
encumbered by Guarantor.


 


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TEXT ON THIS PAGE]




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IN WITNESS WHEREOF,
Guarantor has duly executed this Guaranty of Recourse Obligations as of the day and year first above written.


	 	GUARANTOR:
	 	 	 
	 	
        INLAND REAL ESTATE INCOME
        TRUST, INC.,

        a Maryland corporation

	 	 	 
	 	By:	/s/ David Z. Lichterman
	 	Name:	David Z. Lichterman
	 	Title:	Vice President, Treasurer & CAO


 




 


 


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