Exhibit 10.7


 


Loan No. 33-0924150


ENVIRONMENTAL INDEMNITY AGREEMENT


THIS ENVIRONMENTAL
INDEMNITY AGREEMENT (this “Agreement”) made as of the 27th day of June, 2014 by IREIT FLOWOOD
DOGWOOD, L.L.C., a Delaware limited liability company, having an office at 2901 Butterfield Road, Oak Brook, Illinois 60523
(“Borrower”) and INLAND
REAL ESTATE INCOME TRUST, INC., a Maryland corporation, having an office at 2901 Butterfield Road, Oak Brook, Illinois
60523 (“Guarantor”; Borrower and Guarantor, individually and/or collectively, as the context may require, “Indemnitor”),
in favor of 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, “Indemnitee”)
and other Indemnified Parties (defined below).


RECITALS:


A.Indemnitee
is prepared to make a loan (the “Loan”) to Borrower in the principal amount of $24,351,750.00 pursuant to a
Loan Agreement of even date herewith between Borrower and Indemnitee (as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Loan Agreement.


B.Indemnitee
is unwilling to make the Loan unless Indemnitor agrees to provide the indemnification, representations, warranties, covenants and
other matters described in this Agreement for the benefit of the Indemnified Parties.


C.Indemnitor
is entering into this Agreement to induce Indemnitee to make the Loan.




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AGREEMENT


NOW THEREFORE,
in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Indemnitor hereby represents, warrants, covenants and agrees for the benefit of the Indemnified Parties as follows:


1.              
ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES. Except as otherwise disclosed by that certain Phase I environmental
report (or Phase II environmental report, if required) in respect of the Property delivered to Indemnitee (referred to below as
the “Environmental Report”), a copy of which has been provided to Indemnitee, (a) there are no Hazardous Substances
(defined below) or underground storage tanks in, on, or under the Property, except those that are both (i) in compliance with all
Environmental Laws (defined below) and with permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing pursuant
to the Environmental Report; (b) to the best of Indemnitor’s knowledge, there are no past, present or threatened Releases
(defined below) of Hazardous Substances in, on, under or from the Property which have not been fully remediated in accordance with
Environmental Law; (c) to the best of Indemnitor’s knowledge, there is no threat of any Release of Hazardous Substances migrating
to the Property; (d) to the best of Indemnitor’s knowledge, there is no past or present non-compliance with Environmental
Laws, or with permits issued pursuant thereto, in connection with the Property which has not been fully remediated in accordance
with Environmental Law; (e) Indemnitor does not know of, and has not received, any written or oral notice or other communication
from any Person (including but not limited to a governmental entity) relating to Hazardous Substances or Remediation (defined below)
thereof, of possible liability of any Person pursuant to any Environmental Law, other environmental conditions in connection with
the Property, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (f) Indemnitor
has truthfully and fully provided to Indemnitee, in writing, any and all information that has been requested by Lender relating
to conditions in, on, under or from the Property that is known to Indemnitor and that is contained in files and records of Indemnitor,
including but not limited to any reports relating to Hazardous Substances in, on, under or from the Property and/or to the environmental
condition of the Property; (g) the Property currently displays no evidence of water infiltration or water damage (h) to the best
of Indemnitor’s knowledge, there are no prior or current complaints by tenants at the Property regarding water infiltration
or water damage or leaks or odors related thereto, and (i) the Property currently displays no conspicuous evidence of the growth
of Microbial Matter.




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2.              
ENVIRONMENTAL COVENANTS. Indemnitor covenants and agrees that: (a) all uses and operations on or of the Property,
whether by Indemnitor or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto;
(b) there shall be no Releases of Hazardous Substances in, on, under or from the Property; (c) there shall be no Hazardous
Substances in, on, or under the Property, except those that are both (i) in compliance with all Environmental Laws and with permits
issued pursuant thereto and (ii) in de-minimis amounts necessary to operate the Property for the purposes set forth in the Loan
Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under
and used in compliance with Environmental Laws; (d) subject to a right to contest under applicable environmental law, provided
any such contest stays any enforcement proceeding by the applicable authority, Indemnitor shall keep the Property free and clear
of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Indemnitor
or any other Person (the “Environmental Liens”); (e) Indemnitor shall, at its sole cost and expense, fully
and expeditiously cooperate in all activities pursuant to Paragraph 3 of this Agreement, including but not limited to providing
all relevant information and making knowledgeable Persons available for interviews; (f) Indemnitor shall, at its sole cost and
expense, comply with all reasonable written requests of Indemnitee made in the event that Indemnitee has a good faith reason to
believe based on credible evidence or information that an environmental hazard exists on or affects the Property to (i) reasonably
effectuate Remediation of any condition (including but not limited to a Release of a Hazardous Substance) in, on, under or from
the Property; (ii) comply with any Environmental Law; (iii) comply with any directive from any governmental authority; and (iv)
take any other reasonable action necessary or appropriate for protection of human health or the environment; (g) Indemnitor shall
not do or allow any tenant or other user of the Property to do any act that materially increases the dangers to human health or
the environment, poses an unreasonable risk of harm to any Person (whether on or off the Property), impairs or may impair the value
of the Property, is contrary to any requirement of any insurer, involves Hazardous Substances or an environmental condition and
constitutes a public or private nuisance, involves Hazardous Substances or an environmental condition and constitutes waste, or
involves Hazardous Substances or an environmental condition and constitutes and violates any covenant, condition, agreement or
easement applicable to the Property; (h) Indemnitor shall immediately notify Indemnitee in writing of (A) any presence or Releases
or threatened Releases of Hazardous Substances in, on, under, from or migrating towards the Property; (B) any non-compliance with
any Environmental Laws related in any way to the Property; (C) any actual or potential Environmental Lien; (D) any required or
proposed Remediation of environmental conditions relating to the Property; and (E) any written or oral notice or other communication
of which any Indemnitor becomes aware from any source whatsoever (including but not limited to a governmental entity) relating
in any way to Hazardous Substances or Remediation thereof, possible liability of any Person pursuant to any Environmental Law,
other environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings
in connection with anything referred to in this Agreement; (i) upon reasonable written request by Indemnitee, Borrower shall engage
an engineering consultant reasonably acceptable to Indemnitee to conduct (and such consultant shall conduct) an inspection for
water




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damage, which inspection
shall occur not more than once each calendar year during the term of the Loan unless Lender has good faith reason to believe based
on credible evidence or information that water damage may then exist on the Property; (j) upon reasonable written request by Indemnitee,
Borrower shall engage an environmental consultant reasonably acceptable to Indemnitee to conduct (and such consultant shall conduct)
an inspection for evidence of the growth of Microbial Matter, which inspections shall occur not more than once each calendar year
during the term of the Loan unless Lender has good faith reason to believe based on credible evidence or information that Microbial
Matter may then exist on the Property; (k) Borrower shall immediately adopt a remediation plan reasonably acceptable to Indemnitee
with respect to any water damage or Microbial Matter identified as a result of such yearly environmental and engineering inspections;
(l) Borrower shall undertake any course of action recommended by the Environmental Protection Agency to prevent the growth of Microbial
Matter; and (m) Borrower shall comply with any and all local, state or federal laws, legislation, guidelines or statutes at any
time in effect with respect to Microbial Matter.


3.              
INDEMNIFIED RIGHTS/COOPERATION AND ACCESS. In the event the Indemnified Parties have good faith reason to believe
based on credible evidence or information that an environmental hazard exists on the Property that does not, in the sole discretion
of the Indemnified Parties, endanger any tenants or other occupants of the Property or their guests or the general public or materially
and adversely affects the value of the Property, upon reasonable notice from the Indemnitee, Indemnitor shall, at Indemnitor’s
sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct any
environmental assessment or audit (the scope of which shall be determined in the sole and absolute discretion of the Indemnified
Parties) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing reasonably
requested by Indemnitee and promptly deliver the results of any such assessment, audit, sampling or other testing (and Indemnitee
and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof); provided, however, if such
results are not delivered to the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe
that an environmental hazard exists on the Property that, in the sole judgment of the Indemnified Parties, endangers any tenant
or other occupant of the Property or their guests or the general public or may materially and adversely affect the value of the
Property, upon reasonable notice to Indemnitor, the Indemnified Parties and any other Person designated by the Indemnified Parties,
including but not limited to any receiver, any representative of a governmental entity, and any environmental consultant, shall
have the right, but not the obligation, to enter upon the Property at all reasonable times to assess any and all aspects of the
environmental condition of the Property and its use, including but not limited to conducting any environmental assessment or audit
(the scope of which shall be determined in the sole and absolute discretion of the Indemnified Parties) and taking samples of soil,
groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Indemnitor shall cooperate
with and provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to the Property.




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4.              
INDEMNIFICATION. Indemnitor covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release
and hold the Indemnified Parties harmless from and against any and all Losses (defined below) imposed upon or incurred by or asserted
against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following:
(a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release
of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Indemnitor, any Person affiliated with Indemnitor,
and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding,
existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement,
removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any time located in, under,
on or above the Property; (d) any activity by Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of
the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on
or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but
not limited to any removal, remedial or corrective action; (e) any past, present or threatened non-compliance or violations
of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon,
including but not limited to any failure by Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of
the Property to comply with any order of any governmental authority in connection with any Environmental Laws; (f) the imposition,
recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any
administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement;
(h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property
caused by Hazardous Substances or any violation of Environmental Law, including, but not limited to, costs to investigate and assess
such injury, destruction or loss; (i) any acts of Indemnitor, any Person affiliated with Indemnitor, and any tenant or other
user of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment,
of Hazardous Substances at any facility or incineration vessel containing such or similar Hazardous Substances; (j) any acts of
Indemnitor, any Person affiliated with any Indemnitor, and any tenant or other user of the Property in accepting any Hazardous
Substances for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release, or a
threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful
death, or property or other damage arising under any statutory or common law or tort law theory, including but not limited to damages
assessed for private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property that
are caused by Hazardous Substances or any violation of Environmental Law; and (l) any misrepresentation or inaccuracy in any representation
or warranty or material breach or failure to perform any covenants or other obligations relating to Hazardous Substances and/or
Environmental Law pursuant to this Agreement, the Loan Agreement or the Security Instrument.




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5.              
DUTY TO DEFEND AND ATTORNEYS AND OTHER FEES AND EXPENSES. Upon written request by any Indemnified Party, Indemnitor
shall defend same (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals
reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may, in their sole and absolute
discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties,
their attorneys shall control the resolution of any claim or proceeding, providing that no compromise or settlement shall be entered
without Indemnitor’s consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitor shall pay or, in
the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees
and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.


6.              
DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings: The term “Environmental
Law” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like,
as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances, relating to
liability for or costs of other actual or threatened danger to human health or the environment. The term “Environmental
Law” includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations
promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues:
the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act;
the Hazardous Materials Transportation Act; the Resource Conservation and Recovery Act (including but not limited to Subtitle I
relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances
Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the
Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the
River and Harbors Appropriation Act. The term “Environmental Law” also includes, but is not limited to, any
present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law:
conditioning transfer of property upon a negative declaration or other approval of a governmental authority of the environmental
condition of the Property; requiring notification or disclosure of Releases of Hazardous Substances or other environmental condition
of the Property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest
in property; imposing conditions or requirements in connection with permits or other authorization for lawful activity; relating
to nuisance, trespass or other causes of action related to the environmental conditions of the Property; and relating to wrongful
death, personal injury, or property or other damage in connection with any environmental condition or use or presence of Hazardous
Substances on or at the Property.




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The term “Hazardous
Substances” includes but is not limited to any and all substances (whether solid, liquid or gas) defined, listed, or
otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or
words of similar meaning or regulatory effect under any present or future Environmental Laws or that may have a negative impact
on human health or the environment, including but not limited to Microbial Matter, petroleum and petroleum products, asbestos and
asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives. The foregoing
shall be deemed to exclude substances of kinds and in amounts ordinarily and customarily used or stored in similar properties for
the purposes of cleaning or other maintenance or operations, provided the same (i) have been and continue to be in compliance with
all Environmental Laws, (ii) have not and do not result in contamination of the Property and (iii) have not had and do not
otherwise have a Material Adverse Effect.


The term “Indemnified
Parties” includes Indemnitee, any Person who is or will have been involved in the origination of the Loan, any Person
who is or will have been involved with the servicing of the Loan, any Person in whose name the encumbrance created by the Security
Instrument is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan
(including, but not limited to, investors or prospective investors in connection with a Secondary Market Transaction), as well
as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third
parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors,
subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not
limited to any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan
or the Property, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and including, but
not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of Indemnitee’s assets
and business).


The term “Legal
Action” means any claim, suit or proceeding, whether administrative or judicial in nature.


The term “Losses”
includes any losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including but not limited to
strict liabilities), obligations, debts, diminutions in value, fines, penalties, charges, costs of Remediation (whether or not
performed voluntarily), amounts paid in settlement, foreseeable and unforeseeable consequential damages, litigation costs, reasonable
attorneys’ fees, engineers’ fees, environmental consultants’ fees, and investigation costs (including but not
limited to costs for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances
whether solid, liquid or gas), of whatever kind or nature, and whether or not incurred in connection with any judicial or administrative
proceedings, actions, claims, suits, judgments or awards.


The term “Microbial
Matter” means fungi or bacterial matter which reproduces through the release of spores or the splitting of cells, including,
but not limited to, mold, mildew, and viruses, whether or not such Microbial Matter is living.




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The term “Release”
with respect to any Hazardous Substance includes but is not limited to any release, deposit, discharge, emission, leaking, leaching,
spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous
Substances.


The term “Remediation”
includes, but is not limited to, any response, remedial, removal, or corrective action; any activity to clean up, detoxify, decontaminate,
contain or otherwise remediate any Hazardous Substance; any actions to prevent, cure or mitigate any Release of any Hazardous Substance;
any action to comply with any Environmental Laws or with any permits issued pursuant thereto; and any inspection, investigation,
study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Hazardous
Substances or to anything referred to herein.


7.              
OPERATIONS AND MAINTENANCE PROGRAMS. If recommended by the Environmental Report or any other assessment or audit
of the Property (including, without limitation, any assessment or audit performed after the date hereof), Indemnitor shall implement
and comply with an operations and maintenance program with respect to the Property, in form and substance reasonably acceptable
to Indemnitee, prepared by an environmental consultant reasonably acceptable to Indemnitee, which program shall address any asbestos-containing
material, lead based paint, mold and/or other applicable conditions that may now or in the future be detected at or on the Property.
Without limiting the generality of the preceding sentence, with respect to such operations and maintenance programs, Indemnitee
may require (a) periodic notices or reports to Indemnitee in form, substance and at such intervals as Indemnitee may reasonably
specify, (b) an amendment to such operations and maintenance program to address changing circumstances, laws or other matters and
(c) at Indemnitor’s sole cost and expense, supplemental examination of the Property by consultants specified by Indemnitee.
Indemnitor’s failure to comply with the foregoing provisions of this Section 7 within thirty (30) days of notice from Indemnitee
shall, at Indemnitee’s option, constitute an Event of Default.


8.              
UNIMPAIRED LIABILITY. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by,
and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan
Agreement, the Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor
or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited
or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Security Instrument or
any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any
exculpatory provision in the Note, the Loan Agreement, the Security Instrument, or any of the other Loan Documents limiting Indemnitee’s
recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment
against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the
Loan Agreement, the Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other
Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan
Documents by operation of law, Indemnitee’s




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voluntary act, or
otherwise, (vi) the release or substitution in whole or in part of any security for the Note, or (vii) Indemnitee’s failure
to record the Security Instrument or file any UCC financing statements (or Indemnitee’s improper recording or filing of any
thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Note; and,
in any such case, whether with or without notice to Indemnitor and with or without consideration.


9.              
ENFORCEMENT. Indemnified Parties may enforce the obligations of Indemnitor without first resorting to or exhausting
any security or collateral or without first having recourse to the Note, the Loan Agreement, the Security Instrument, or any
other Loan Documents or any of the Property, through foreclosure proceedings or otherwise, provided, however, that nothing herein
shall inhibit or prevent Indemnitee from suing on the Note, foreclosing, or exercising any power of sale under, the Security Instrument,
or exercising any other rights and remedies thereunder. This Agreement is not collateral or security for the debt of Indemnitor
pursuant to the Loan, unless Indemnitee expressly elects in writing to make this Agreement additional collateral or security for
the debt of Indemnitor pursuant to the Loan, which Indemnitee is entitled to do in its sole and absolute discretion. It is not
necessary for an Event of Default to have occurred pursuant to and as defined in the Security Instrument or the Loan Agreement
for the Indemnified Parties to exercise their rights pursuant to this Agreement. Notwithstanding any provision of the Loan Agreement,
the obligations pursuant to this Agreement are exceptions to any non-recourse or exculpation provision of the Loan Agreement; Indemnitor
is fully and personally liable for such obligations, and such liability is not limited to the original or amortized principal balance
of the Loan or the value of the Property.


10.           
SURVIVAL. The obligations and liabilities of Indemnitor under this Agreement shall fully survive indefinitely notwithstanding
any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a
deed in lieu of foreclosure of the Security Instrument. Notwithstanding the provisions of this Agreement to the contrary, the liabilities
and obligations of Indemnitor hereunder shall not apply to the extent that Indemnitor can prove that such liabilities and obligations
arose solely from Hazardous Substances that: (a) were not present on or a threat to the Property prior to the date that Indemnitee
or its nominee acquired title to the Property, whether by foreclosure, exercise of power of sale or otherwise and (b) were not
the result of any act or negligence of Indemnitor or any of Indemnitor’s affiliates, agents or contractors. Additionally,
the obligations and liabilities of Indemnitor under this Agreement shall terminate and be of no further force and effect with respect
to any unasserted claim when all of the following conditions are satisfied in full: (i) the Loan shall have been paid in full on
or prior to the Maturity Date and Indemnitee has not foreclosed or otherwise taken possession of any Property, (ii) there has been
no material change, between the date hereof and the date the Loan is paid in full, in any Environmental Law, the effect of which
change would make a lender or mortgagee liable in respect to any matter for which the Indemnified Parties are entitled to indemnification
pursuant to this Agreement, notwithstanding the fact that the Loan is paid in full, (iii) Indemnitee shall have received, at Indemnitor's
expense, an updated environmental report dated within sixty (60) days of the requested release showing, to the reasonable satisfaction
of Indemnitee, that there exists no matter for which the Indemnified Parties are entitled to indemnification pursuant to this Agreement,
and (iv) two (2) years have passed since date that the Loan has been paid in full.




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11.           
INTEREST. Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable
on demand and, if not paid within thirty (30) days of such demand therefor, shall bear interest at the lesser of (a)
the Default Rate or (b) the maximum interest rate which Indemnitor may by law pay or the Indemnified Parties may charge and collect,
from the date payment was due, provided that the foregoing shall be subject to the provisions of Article 4 of the Note.


12.           
WAIVERS. \l 2(a) Except to the extent expressly prohibited by applicable law, Indemnitor hereby waives (i) any right
or claim of right to cause a marshaling of Indemnitor’s assets or to cause Indemnitee or other Indemnified Parties to proceed
against any of the security for the Loan before proceeding under this Agreement against Indemnitor; (ii) and relinquishes all rights
and remedies accorded by applicable law to indemnitors or guarantors, except any rights of subrogation which Indemnitor may have,
provided that the indemnity provided for hereunder shall neither be contingent upon the existence of any such rights of subrogation
nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement
of such subrogation rights including, without limitation, any claim that such subrogation rights were abrogated by any acts of
Indemnitee or other Indemnified Parties; (iii) the right to assert a counterclaim, other than a mandatory or compulsory counterclaim,
in any action or proceeding brought against or by Indemnitee or other Indemnified Parties; (iv) notice of acceptance hereof and
of any action taken or omitted in reliance hereon; (v) presentment for payment, demand of payment, protest or notice of nonpayment
or failure to perform or observe, or other proof, or notice or demand; and (vi) all homestead exemption rights against the obligations
hereunder and the benefits of any statutes of limitations or repose. Notwithstanding anything to the contrary contained herein,
Indemnitor hereby agrees to postpone the exercise of any rights of subrogation with respect to any collateral securing the Loan
until the Loan shall have been paid in full.


(b)           
INDEMNITOR AND INDEMNITEE HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THE
NOTE, THE APPLICATION FOR THE LOAN EVIDENCED BY THE NOTE, THE SECURITY INSTRUMENT, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
ANY ACTS OR OMISSIONS OF ANY INDEMNIFIED PARTIES IN CONNECTION THEREWITH.


13.           
SUBROGATION. Indemnitor shall take any and all reasonable actions, including institution of legal action against
third parties, necessary or appropriate to obtain reimbursement, payment or compensation from such Persons responsible for the
presence of any Hazardous Substances at, in, on, under or near the Property or otherwise obligated by law to bear the cost. Indemnified
Parties shall be and hereby are subrogated to all of Indemnitor’s rights now or hereafter in such claims.




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14.           
INDEMNITOR’S REPRESENTATIONS AND WARRANTIES. Indemnitor represents and warrants that:


(a)            
it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the
execution, delivery and performance of this Agreement by Indemnitor has been duly and validly authorized; and all requisite action
has been taken by Indemnitor to make this Agreement valid and binding upon Indemnitor, enforceable in accordance with its terms;


(b)           
its execution of, and compliance with, this Agreement is in the ordinary course of business of Indemnitor and will not result
in the breach of any term or provision of the charter, by-laws, partnership or trust agreement, or other governing instrument of
Indemnitor or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the
acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Indemnitor
or the Property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Indemnitor
or the Property is subject;


(c)            
to the best of Indemnitor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened
against it which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations,
financial condition, properties or assets of Indemnitor, or in any material impairment of the right or ability of Indemnitor to
carry on its business substantially as now conducted, or in any material liability on the part of Indemnitor, or which would draw
into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Indemnitor
contemplated herein, or which would be likely to impair materially the ability of Indemnitor to perform under the terms of this
Agreement;


(d)           
it does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained
in this Agreement;


(e)            
to the best of Indemnitor’s knowledge, no approval, authorization, order, license or consent of, or registration or
filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required
in connection with this Agreement; and


(f)            
this Agreement constitutes a valid, legal and binding obligation of Indemnitor, enforceable against it in accordance with
the terms hereof.


15.           
NO WAIVER. No delay by any Indemnified Party in exercising any right, power or privilege under this Agreement shall
operate as a waiver of any such privilege, power or right.




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16.           
NOTICE OF LEGAL ACTIONS. Each party hereto shall, within five (5) business days of receipt thereof, give
written notice to the other party hereto of (i) any notice, advice or other communication from any governmental entity or any source
whatsoever with respect to Hazardous Substances on, from or affecting the Property, and (ii) any legal action brought against such
party or related to the Property, with respect to which Indemnitor may have liability under this Agreement. Such notice shall comply
with the provisions of Section 20 hereof.


17.           
EXAMINATION OF BOOKS AND RECORDS. At reasonable times and upon reasonable notice, the Indemnified Parties and their
accountants shall have the right to examine the records, books, management and other papers of Indemnitor which reflect upon its
financial condition, at the Property or at the office regularly maintained by Indemnitor where the books and records are located.
The Indemnified Parties and their accountants shall have the right to make copies and extracts from the foregoing records and other
papers. In addition, at reasonable times and upon reasonable notice, the Indemnified Parties and their accountants shall have the
right, at the sole cost and expense of the Indemnified Parties unless an Event of Default then exists or unless such examination
reveals a material inaccuracy in the financial condition of Indemnitor from that reported to Lender pursuant to the requirements
set forth in the Loan Documents, to examine and audit the books and records of Indemnitor pertaining to the income, expenses and
operation of the Property during reasonable business hours at the office of Indemnitor where the books and records are located.


18.           
SECONDARY MARKET TRANSACTIONS. Article 11 of the Loan Agreement is hereby incorporated by reference as if fully set
forth herein. Indemnitor hereby agrees to cooperate in fulfilling any obligation of Borrower under Article 11 of the Loan Agreement.


19.           
TAXES. Indemnitor has filed all federal, state, county, municipal, and city income and other tax returns required
to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant
to any assessments received by it. Indemnitor has no knowledge of any basis for any additional assessment in respect of any such
taxes and related liabilities for prior years.




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20.           
NOTICES. All notices or other written communications hereunder shall be made in accordance with Article 14 of the
Loan Agreement. Notices to Guarantor shall be addressed as follows:


	 	
        Inland Real Estate Income Trust,
        Inc.

        2901 Butterfield Road

        Oak Brook, IL 60523

        Attention: President

        Facsimile No.: (630) 645-3783

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

2901 Butterfield Road

Oak Brook, IL  60523

Attention:  General Counsel

Facsimile No.:  (630) 218-4900
	 	 


21.           
DUPLICATE ORIGINALS; COUNTERPARTS. This Agreement may be executed in any number of duplicate originals and each duplicate
original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts
shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party
hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.


22.           
NO ORAL CHANGE. This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of Indemnitor or any Indemnified Party, 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.


23.           
HEADINGS, ETC. The headings and captions of various paragraphs of this Agreement are for convenience of reference
only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.




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24.           
NUMBER AND GENDER/SUCCESSORS AND ASSIGNS. All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of the Person or Persons referred to may require. Without limiting
the effect of specific references in any provision of this Agreement, the term “Indemnitor” shall be deemed
to refer to each and every Person comprising an Indemnitor from time to time, as the sense of a particular provision may require,
and to include the heirs, executors, administrators, legal representatives, successors and assigns of Indemnitor, all of whom shall
be bound by the provisions of this Agreement, provided that no obligation of Indemnitor may be assigned except with the written
consent of Indemnitee. Each reference herein to Indemnitee shall be deemed to include its successors and assigns. This Agreement
shall inure to the benefit of Indemnified Parties and their respective successors and assigns forever.


25.           
RELEASE OF LIABILITY. Any one or more parties liable upon or in respect of this Agreement may be released without
affecting the liability of any party not so released.


26.           
RIGHTS CUMULATIVE. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies
which Indemnitee has under the Note, the Security Instrument, the Loan Agreement or the other Loan Documents or would otherwise
have at law or in equity.


27.           
INAPPLICABLE PROVISIONS. If any term, condition or covenant of this Agreement shall be held to be invalid, illegal
or unenforceable in any respect, this Agreement shall be construed without such provision.


28.           
GOVERNING LAW. This Agreement shall be governed, construed, applied and enforced in accordance with the Applicable
Laws of the State where the Property is located and Applicable Laws of the United States of America.


29.           
MISCELLANEOUS. \l 2(a) Wherever pursuant to this Agreement (i) Indemnitee exercises any right given to it to approve
or disapprove, (ii) any arrangement or term is to be satisfactory to Indemnitee, or (iii) any other decision or determination is
to be made by Indemnitee, the decision of Indemnitee to approve or disapprove, all decisions that arrangements or terms are satisfactory
or not satisfactory and all other decisions and determinations made by Indemnitee, shall be in the sole and absolute discretion
of Indemnitee and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.


(b)           
Wherever pursuant to this Agreement it is provided that Indemnitor pay any costs and expenses, such costs and expenses shall
include, but not be limited to, reasonable third party out-of-pocket legal fees and disbursements of Indemnitee.




    	14



    	 



    

(c)            
Joint and Several Liability. If Indemnitor consists of more than one person or party, the obligations and liabilities of
each such person or party hereunder shall be joint and several.


30.           
Intentionally Omitted.


 


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IN WITNESS WHEREOF,
this Environmental Indemnity Agreement has been executed by Indemnitor and is effective as of the day and year first above written.


	 	INDEMNITOR:
	 	 	 
	 	
        IREIT FLOWOOD DOGWOOD,
        L.L.C., a

        Delaware limited liability
        company

	 	 	 
	 	By:	
        Inland Real Estate Income
        Trust, Inc., a

        Maryland corporation, its
        sole member

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