Exhibit
10.5


 





GUARANTY
OF RECOURSE OBLIGATIONS


THIS GUARANTY
OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of December 3, 2015, by INLAND REAL ESTATE INCOME
TRUST, INC., a Maryland corporation (“Guarantor”), in favor of METROPOLITAN LIFE INSURANCE COMPANY, a New York
corporation (“Lender”), with reference to the following facts:


RECITALS


A.             
Lender has agreed to make a loan (the “Loan”) in the principal amount of $76,532,500 to IREIT Pittsburgh
Settlers Ridge, L.L.C., a Delaware limited liability company (“Borrower”), pursuant to that certain Loan
Agreement (together with all extensions, renewals, modifications, restatements and amendments thereof, the “Loan Agreement”)
of even date herewith by and between Lender and Borrower, which Loan will be evidenced by that certain Promissory Note of even
date herewith (together with all extensions, renewals, modifications, restatements and amendments thereof, the “Note”)
to be executed by Borrower and payable to Lender. The Note is to be secured by, among other things, a Mortgage, Security Agreement
and Fixture Filing of even date herewith to be executed by Borrower in favor of Lender, which is to be recorded in the Official
Records of Allegheny County, Pennsylvania (together with all extensions, renewals, modifications, restatements and amendments thereof,
the “Security Instrument”). The Security Instrument will encumber a fee estate in certain real property located
in the City of Pittsburgh, County of Allegheny, Commonwealth of Pennsylvania as described therein (the “Property”).


B.             
It is a condition to Lender making the Loan to Borrower that Guarantor execute this Guaranty.


A G R
E E M E N T


NOW, THEREFORE,
in consideration of the foregoing, and in order to induce Lender to make the Loan to Borrower, Guarantor hereby agrees, in favor
of Lender, as follows:


Section 1.            
Definitions and Construction.


(a)            
Definitions. The following terms, as used in this Guaranty, shall have the following meanings:


(i)             
“Bankruptcy Code” means the Bankruptcy Reform Act of 1978 (11 U.S.C.), as amended or supplemented from
time to time, and any successor statute, and any and all rules issued or promulgated in connection therewith.


(ii)           
“Debt” shall have the same meaning as in the Loan Agreement.




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(iii)         
“Guaranteed Obligations” means (A) indefeasible payment and performance by Borrower of any and all
obligations and liabilities of any kind or character owed by Borrower to Lender under: (x) the Unsecured Indemnity Agreement
of even date herewith executed by Borrower and Guarantor, and (y) Section 12.23 of the Loan Agreement (together with any damages,
losses, costs, or expenses, including reasonable attorneys’ fees and costs, suffered by Lender as a result of a breach by
Borrower of such obligations) (such amounts under subsections (x) and (y) of this Section 1(a)(iii) being herein called
the “Performance Sums”) plus (B) interest at the Default Rate (as defined in the Loan Agreement)
which accrues on the Performance Sums from the date of written demand for payment under this Guaranty from Lender to Guarantor
until the Performance Sums are paid in full plus (C) all costs, including, without limitation, all reasonable attorneys’
fees and expenses incurred by Lender in connection with collection of the Guaranteed Obligations.


(iv)         
“Loan Documents” shall have the same meaning as in the Loan Agreement.


(b)           
Construction. Unless the context of this Guaranty clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, and the term “including” is not limiting. The words “hereof,”
“herein,” “hereby,” “hereunder,” and other similar terms refer to this Guaranty as a whole
and not to any particular provision of this Guaranty. Any reference herein to any of the Loan Documents includes any and all alterations,
amendments, extensions, modifications, renewals, or supplements thereto or thereof, as applicable. Neither this Guaranty nor any
uncertainty or ambiguity herein shall be construed or resolved against Lender or Guarantor, whether under any rule of construction
or otherwise. On the contrary, this Guaranty has been reviewed by Guarantor, Lender, and their respective counsel, and shall be
construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions
of Lender and Guarantor.


Section 2.            
Guaranteed Obligations. Guarantor hereby irrevocably and unconditionally guarantees to Lender, as and for
Guarantor’s own debt, until full and final performance and indefeasible payment thereof has been made, payment and performance
of the Guaranteed Obligations, in each case when and as the same shall become due and/or payable, it being the intent of Guarantor
that the guaranty set forth herein shall be a guaranty of payment and performance and not a guaranty of collection.


Section 3.            
Default Interest. If the Guaranteed Obligations are not paid within twenty (20) days after demand therefor,
the Guaranteed Obligations shall bear interest from the date of such demand until paid at the rate equal to the lesser of (a) the
Default Rate (as defined in the Loan Agreement) and (b) the maximum rate then permitted for the parties to contract for under applicable
law.




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Section 4.            
Primary Obligations. This Guaranty is a primary and original obligation of Guarantor, is not merely the creation
of a surety relationship, and is an absolute, unconditional, and irrevocable guaranty of payment and performance which shall remain
in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity
with respect to the issuance of the Loan Documents. Each person and entity executing this Guaranty as Guarantor agrees that it
is directly, jointly and severally with any and all other guarantors of the Guaranteed Obligations, liable to Lender, that the
obligations of Guarantor hereunder are independent of the obligations of Borrower or any other guarantor, and that a separate action
may be brought against each person or entity signing as Guarantor whether such action is brought against Borrower or any other
guarantor or whether Borrower or any such other guarantor is joined in such action. Guarantor agrees that its liability hereunder
shall be immediate and shall not be contingent upon the exercise or enforcement by Lender of whatever remedies it may have against
Borrower or any other guarantor, or the enforcement of any lien or realization upon any security Lender may at any time possess.
Guarantor agrees that any release which may be given by Lender to Borrower or any other guarantor shall not release Guarantor.
Guarantor consents and agrees that Lender shall be under no obligation to marshal any assets of Borrower or any other guarantor
in favor of Guarantor, or against or in payment of any or all of the Guaranteed Obligations.


Section 5.            
Waivers.


(a)            
Guarantor absolutely, unconditionally, knowingly, and expressly waives:


(i)             
(A) Notice of acceptance hereof; (B) notice of any loans or other financial accommodations made or extended under the Loan
Documents or the creation or existence of any Guaranteed Obligations; (C) notice of the amount of the Guaranteed Obligations, subject,
however, to Guarantor’s right to make inquiry of Lender to ascertain the amount of the Guaranteed Obligations at any reasonable
time; (D) notice of any adverse change in the financial condition of Borrower or of any other fact that might increase Guarantor’s
risk hereunder; (E) notice of presentment for payment, demand, protest, and notice thereof as to any promissory notes or other
instruments among the Loan Documents; (F) notice of any event of default under the Loan Documents; and (G) all other notices (except
if such notice is specifically required to be given to Guarantor hereunder or under any Loan Document to which Guarantor is a party)
and demands to which Guarantor might otherwise be entitled.




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(ii)           
Guarantor’s right by statute or otherwise to require Lender to institute suit against Borrower or to exhaust any rights
and remedies which Lender has or may have against Borrower or any collateral for the Guaranteed Obligations provided by Borrower,
Guarantor or any third party. In this regard, Guarantor agrees that it is bound to the payment of all Guaranteed Obligations, whether
now existing or hereafter accruing, as fully as if such Guaranteed Obligations were directly owing to Lender by Guarantor. Guarantor
further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations
shall have been fully and finally performed and indefeasibly paid) of Borrower or by reason of the cessation from any cause whatsoever
of the liability of Borrower in respect thereof;


(iii)         
(A) Any rights to assert against Lender any defense (legal or equitable), set-off, counterclaim, or claim which Guarantor
may now or at any time hereafter have against Borrower or any other party liable to Lender; (B) any defense, set-off, counterclaim,
or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity,
or enforceability of the Guaranteed Obligations or any security therefor; (C) any defense Guarantor has to performance hereunder,
and any right Guarantor has to be exonerated arising by reason of: the impairment or suspension of Lender’s rights or remedies
against Borrower; the alteration by Lender of the Guaranteed Obligations; any discharge of the Guaranteed Obligations by operation
of law as a result of Lender’s intervention or omission; or the acceptance by Lender of anything in partial satisfaction
of the Guaranteed Obligations; (D) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or
the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed
Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to Guarantor’s
liability hereunder; and (E) any right by statute or otherwise to terminate or revoke this Guaranty.


(b)           
Guarantor absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from
(i) any claim or defense based upon an election of remedies by Lender; or (ii) any election by Lender under Bankruptcy
Code Section 1111(b) to limit the amount of, or any collateral securing, its claim against Borrower.


(c)            
Guarantor waives all rights and defenses that Guarantor may have because some of the Guaranteed Obligations are secured
by real property. This means, among other things:


(i)             
Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower
for the Guaranteed Obligations; and




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(ii)           
If Lender forecloses on any real property collateral pledged by Borrower for the Guaranteed Obligations: (A) 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 (B) Lender may collect from Guarantor even if Lender, by foreclosing on the real property
collateral pledged by Borrower for the Guaranteed Obligations, has destroyed any right Guarantor may have to collect from Borrower.


This is an unconditional
and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt is secured by real property.


(d)           
Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives: (i) any right of subrogation Guarantor
has or may have as against Borrower with respect to the Guaranteed Obligations; (ii) any right to proceed against Borrower
or any other person or entity, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and
claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation
of law, which Guarantor may now have or hereafter have as against Borrower with respect to the Guaranteed Obligations; and (iii) any
right to proceed or seek recourse against or with respect to any property or asset of Borrower.


Section 6.            
Releases. Guarantor consents and agrees that, without notice to or by Guarantor and without affecting or impairing
the obligations of Guarantor hereunder, Lender may, by action or inaction:


(a)            
compromise, settle, extend the duration or the time for the payment of, or discharge the performance of, or may refuse to
or otherwise not enforce this Guaranty, the other Loan Documents, or any part thereof, with respect to Borrower or any other person
or entity;


(b)           
release Borrower or any other person or entity or grant other indulgences to Borrower or any other person or entity in respect
thereof;


(c)            
amend or modify in any manner and at any time (or from time to time) any of the Loan Documents; or


(d)           
release or substitute any other guarantor, if any, of the Guaranteed Obligations, or enforce, exchange, release, or waive
any security for the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations, or any portion thereof.


Section 7.            
Obligations Unaffected. Guarantor hereby agrees that its obligations under this Guaranty shall not be released,
discharged, diminished, impaired, reduced, or affected for any reason or by the occurrence of any event, including, without limitation,
one or more of the following events, whether or not with notice to or the consent of Guarantor:


(a)            
The dissolution, insolvency, or bankruptcy of Borrower, Guarantor, or any other party at any time liable for the payment
of any or all of the Debt;




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(b)           
Any payment by Borrower or any other party to Lender is held to constitute a preference under applicable bankruptcy or insolvency
law or if for any other reason Lender is required to refund any payment or pay the amount thereof to someone else;


(c)            
The non-perfection of any security interest or lien securing any or all of the Debt;


(d)           
Any impairment of any collateral securing any or all of the Debt;


(e)            
The failure of Lender to sell any collateral securing any or all of the Debt in a commercially reasonable manner or as otherwise
required by law;


(f)            
Any change in the corporate existence, structure, or ownership of Borrower; or


(g)           
Any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or Guarantor,
or any other party liable for any or all of the Debt or the Guaranteed Obligations.


Section 8.            
No Election. Lender shall have all of the rights to seek recourse against Guarantor to the fullest extent
provided for herein, and no election by Lender to proceed in one form of action or proceeding, or against any party, or on any
obligation, shall constitute a waiver of Lender’s right to proceed in any other form of action or proceeding or against other
parties unless Lender has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing,
no action or proceeding by Lender under any document or instrument evidencing the Guaranteed Obligations shall serve to diminish
the liability of Guarantor under this Guaranty except to the extent that Lender finally and unconditionally shall have realized
indefeasible payment by such action or proceeding.


Section 9.            
Indefeasible Payment. The Guaranteed Obligations and the Debt shall not be considered indefeasibly paid for
purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any person
or entity, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code
or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such
payments or any portion thereof, or to declare same to be fraudulent or preferential. Until such full and final performance and
indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever
to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments
to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended
to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made,
and Guarantor shall be liable for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’
fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.




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Section 10.         
Financial Condition of Borrower. Guarantor represents and warrants to Lender that Guarantor is currently informed
of the financial condition of Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon
the risk of nonpayment of the Guaranteed Obligations. Guarantor further represents and warrants to Lender that Guarantor has read
and understands the terms and conditions of the Loan Documents. Guarantor hereby covenants that Guarantor will continue to keep
informed of Borrower’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances
which bear upon the risk of nonpayment or nonperformance of the Guaranteed Obligations.


Section 11.         
Representations, Warranties and Covenants. Guarantor represents and warrants to and agrees with Lender as
follows:


(a)            
Guarantor has the power and authority and legal right to execute, deliver and perform its obligations under this Guaranty.
This Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with
its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditors’
rights.


(b)           
The execution, delivery, and performance by Guarantor of this Guaranty do not and will not violate or conflict with any
law, rule, or regulation or any order, writ, injunction, or decree of any court, governmental authority or agency, or arbitrator
and do not and will not conflict with, result in a breach of, or constitute a default under, or result in the imposition of any
lien upon any assets of Guarantor pursuant to the provisions of Guarantor’s corporate charter, bylaws, partnership agreement,
operating agreement or other organizational documents of Guarantor, or any indenture, mortgage, deed of trust, security agreement,
franchise, permit, license, or other instrument or agreement to which Guarantor or its properties are bound.


(c)            
No authorization, approval, or consent of, and no filing or registration with, any court, governmental authority, or third
party is necessary for the execution, delivery, or performance by Guarantor of this Guaranty or the validity or enforceability
hereof.


(d)           
The value of the consideration received and to be received by Guarantor as a result of Lender making extensions of credit
to Borrower and Guarantor executing and delivering this Guaranty is reasonably worth at least as much as the liability and obligations
of Guarantor hereunder, and such liability and obligations and such extensions of credit have benefited and may reasonably be expected
to benefit Guarantor directly and indirectly.


(e)            
Guarantor has, independently and without reliance upon Lender and based upon such documents and information as Guarantor
has deemed appropriate, made its own analysis and decision to enter into this Guaranty.




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(f)            
Except as may have been previously disclosed in writing to Lender, there is no action, proceeding or investigation pending
or, to the knowledge of Guarantor, threatened or affecting Guarantor, which may materially adversely affect Guarantor’s ability
to fulfill Guarantor’s obligations under this Guaranty. There are no judgments or orders for payment of money against Guarantor.
Guarantor is not in default under any agreement which default may materially adversely affect Guarantor’s ability to fulfill
Guarantor’s obligations under this Guaranty. Guarantor shall, within five (5) business days after receipt thereof, deliver
to Lender copies of any notices of default served on Guarantor pursuant to the terms of any agreement to which Guarantor is a party
that would have a material adverse effect upon Guarantor’s ability to fulfill Guarantor’s obligations under this Guaranty
or impair Lender’s security under the Loan Documents.


Section 12.         
Subordination.


(a)            
Guarantor hereby agrees that the Subordinated Indebtedness (as hereinafter defined) is deferred, postponed in favor of and
subordinated to, and shall be junior in right of payment to, the prior indefeasible payment in full, in cash, of the Guaranteed
Obligations, the Debt and satisfaction of all obligations of Borrower to Lender under the Loan Documents. In this regard, no payment
of any kind whatsoever shall be made with respect to the Subordinated Indebtedness until the Guaranteed Obligations and the Debt
have been indefeasibly paid in full. Until payment in full of the Guaranteed Obligations and the Debt, 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 a proof of claim and to vote thereon in connection with any proceeding under the Bankruptcy
Code, including the right to vote on any plan of reorganization. Further, if Guarantor shall comprise more than one person or entity,
Guarantor agrees that until such payment in full of the Guaranteed Obligations and 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, in such order and manner as Lender may determine in its sole discretion,
or as security for, the Guaranteed Obligations and until so delivered, shall be held in trust for Lender as security for the Guaranteed
Obligations. Upon the request of Lender, Guarantor shall execute, deliver, and endorse to Lender such documents and instruments
as Lender may request to perfect, preserve, and enforce its rights hereunder. For purposes of this Guaranty, the term “Subordinated
Indebtedness” means all indebtedness, liabilities, and obligations of Borrower to Guarantor, whether such indebtedness,
liabilities, and obligations now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon are direct,
indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness,
liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the person or persons
in whose favor such indebtedness, obligations, 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.




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(b)           
Guarantor agrees that any and all liens, security interests, judgment liens, charges, or other encumbrances upon Borrower’s
assets securing payment of any Subordinated Indebtedness shall be and remain inferior and subordinate to (i) any and all liens,
security interests, judgment liens, charges, or other encumbrances upon Borrower’s assets securing payment of the Debt or
any part thereof, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created
or attached and (ii) satisfaction of all obligations of Borrower to Lender under the Loan Documents. Without the prior written
consent of Lender until the Debt has been indefeasibly paid in full, Guarantor shall not (i) file suit against Borrower or
exercise or enforce any other 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,
security interests, collateral rights, judgments or other encumbrances held by Guarantor on assets of Borrower.


(c)            
In the event of any receivership, bankruptcy, reorganization, rearrangement, debtor’s relief, or other insolvency
proceeding involving Borrower as debtor, Lender shall have the right to prove and vote any claim under the Subordinated Indebtedness
and to receive directly from the receiver, trustee or other court custodian all dividends, distributions, and payments made in
respect of the Subordinated Indebtedness. Lender may apply any such dividends, distributions, and payments against the Guaranteed
Obligations in such order and manner as Lender may determine in its sole discretion. Guarantor hereby appoints Lender as Guarantor’s
attorney-in-fact, which appointment is coupled with an interest and is irrevocable, to enable Lender to act in the place of Guarantor
with respect to (i) any claim under the Subordinated Indebtedness or (ii) the receipt of any such dividends, distributions
and payments.


(d)           
Guarantor agrees that all promissory notes, accounts receivable, ledgers, records, or any other evidence of Subordinated
Indebtedness shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the
terms of this Guaranty.


Section 13.         
Payments; Application. All payments to be made hereunder by Guarantor shall be made in lawful money of the
United States of America at the time of payment, shall be made in immediately available funds, and shall be made without deduction
(whether for taxes or otherwise) or offset. All payments made by Guarantor hereunder shall be applied as follows: first, to all
costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings
arising under the Bankruptcy Code) incurred by Lender in enforcing this Guaranty or in collecting the Guaranteed Obligations; second,
to all accrued and unpaid interest, premium, if any, and fees owing to Lender; and third, to the balance of the Guaranteed Obligations.




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Section 14.         
Attorneys’ Fees and Costs. Guarantor agrees to pay, on demand, all attorneys’ fees (including
attorneys’ fees incurred pursuant to proceedings arising under the Bankruptcy Code) and all other costs and expenses which
may be incurred by Lender in the enforcement of this Guaranty (including those brought relating to proceedings pursuant to 11 U.S.C.)
or in any way arising out of, or consequential to the protection, assertion, or enforcement of the Guaranteed Obligations (or any
security therefor), whether or not suit is brought.


Section 15.         
Notices. All notices or demands by Guarantor or Lender to the other relating to this Guaranty shall be in
writing and either personally served or sent by registered or certified mail, postage prepaid, return receipt requested, or by
recognized courier service which provides return receipts, and shall be deemed delivered on the date of actual delivery or refusal
to accept delivery as evidenced by the return receipt. Unless otherwise specified in a notice sent or delivered in accordance with
the provisions of this Section, such writing shall be sent as follows:


If to Lender:                   Metropolitan
Life Insurance Company

10 Park Avenue

Morristown, New Jersey 07962

Attention: Senior Vice President, Real Estate Investments


with
a copy to:             Metropolitan Life Insurance Company

10 Park Avenue, 3rd Floor

PO Box 1902

Morristown, New Jersey 07962

Attention: Associate General Counsel, Real Estate Investments


with a copy to:             Hunton &
Williams LLP

200 Park Avenue

New York, New York 10166

Attention: Peter J. Mignone, Esq.

Facsimile: (917) 254-4639


If
to Guarantor:            Inland Real Estate Income Trust, Inc.

2901 Butterfield Road

Oak Brook, IL 60523

Attention: President

Telephone: 630-218-8000

Facsimile: 630-368-2218 


with
a copy to:             The Inland Real Estate Group, Inc.

2901 Butterfield Road

Oak Brook, Illinois 60523

Attn: Robert Baum, Esq., General Counsel


Telephone:
Facsimile: 630-368-2218 


 


 




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Section 16.         
Cumulative Remedies; Other Liability of Guarantor or Borrower.


(a)            
No remedy under this Guaranty or under any Loan Document is intended to be exclusive of any other remedy, but each and every
remedy shall be cumulative and in addition to any and every other remedy given hereunder or under any Loan Document, and those
provided by law or in equity. No delay or omission by Lender to exercise any right under this Guaranty shall impair any such right
nor be construed to be a waiver thereof. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.


(b)           
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 in addition to any and all other rights that Lender may ever have against Guarantor.


Section 17.         
Severability of Provisions. If any provision of this Guaranty is for any reason held to be invalid, illegal
or unenforceable in any respect, that provision shall not affect the validity, legality or enforceability of any other provision
of this Guaranty.


Section 18.         
Entire Agreement; Amendments. This Guaranty constitutes the entire agreement between Guarantor and Lender
pertaining to the subject matter contained herein. This Guaranty may not be altered, amended, or modified, nor may any provision
hereof be waived or noncompliance therewith consented to, except by means of a writing executed by both Guarantor and Lender. Any
such alteration, amendment, modification, waiver, or consent shall be effective only to the extent specified therein and for the
specific purpose for which given. No course of dealing and no delay or waiver of any right or default under this Guaranty shall
be deemed a waiver of any other, similar or dissimilar right or default or otherwise prejudice the rights and remedies hereunder.


Section 19.         
Successors and Assigns. This Guaranty shall be binding upon Guarantor’s successors, and permitted assigns
and shall inure to the benefit of the successors and assigns of Lender; provided, however, Guarantor shall not assign
this Guaranty or delegate any of its duties hereunder without Lender’s prior written consent. Any assignment without the
consent of Lender shall be absolutely void. In the event of any assignment or other transfer of rights by Lender, the rights and
benefits herein conferred upon Lender shall automatically extend to and be vested in such assignee or other transferee.


Section 20.         
No Third-Party Beneficiary. This Guaranty is intended solely for the benefit of Lender and its successors
and assigns, and no third party shall have any rights or interest in this Guaranty.




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Section 21.         
Choice of Law and Venue. The validity of this Guaranty, its construction, interpretation, and enforcement,
and the rights of Guarantor and Lender, shall be determined under, governed by, and construed in accordance with the internal laws
of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law. To the maximum extent permitted by law,
Guarantor hereby agrees that all actions or proceedings arising in connection with this Guaranty may be tried and determined in
the state and federal courts located in the County of Allegheny, Commonwealth of Pennsylvania, or, at the sole option of Lender,
in any other court in which Lender shall initiate legal or equitable proceedings and which has subject matter jurisdiction over
the matter in controversy. To the maximum extent permitted by law, Guarantor hereby expressly waives any right it may have to assert
the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance
with this Section.


Section 22.         
Waiver of Jury Trial. To the maximum extent permitted by law, Guarantor hereby absolutely, knowingly, unconditionally,
and expressly waives any right to trial by jury of any action, cause of action, claim, demand, or proceeding arising under or with
respect to this Guaranty, or in any way connected with, related to, or incidental to the dealings of Guarantor and Lender with
respect to this Guaranty, or the transactions related hereto, in each case whether now existing or hereafter arising, and whether
sounding in contract, tort, or otherwise. To the maximum extent permitted by law, Guarantor hereby agrees that any such action,
cause of action, claim, demand, or proceeding shall be decided by a court trial without a jury and that Lender may file an original
counterpart of this Section with any court or other tribunal as written evidence of the consent of Guarantor to the waiver of its
right to trial by jury.


Section 23.         
Understandings With Respect to Waivers and Consents. Guarantor warrants and agrees that each of the waivers
and consents set forth are made after consultation with legal counsel and with full knowledge of their significance and consequences,
with the understanding that events giving rise to a defense or right may diminish, destroy, or otherwise adversely affect rights
which Guarantor otherwise may have against the Borrower, or against any collateral, and that, under the circumstances the waivers
and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents are determined
to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.


Section 24.         
Counterparts. 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 to execute this Guaranty, or any counterpart hereof, shall not relieve the other signatories from their obligations
hereunder.




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Section 25.         
Statute of Limitations. Any acknowledgment or new promise, whether by payment of principal or interest or
otherwise and whether by Borrower or others (including Guarantor), with respect to any of the Debt or Guaranteed Obligations shall,
if the statute of limitations in favor of Guarantor against Lender shall have commenced to run, toll the running of such statute
of limitations and, if the period of such statute of limitations shall have expired, prevent the operation of such statute of limitations.


Section 26.         
Material Inducement; No Conditions to Effectiveness. Guarantor recognizes that Lender is relying upon this
Guaranty and the undertakings of Guarantor hereunder in making extensions of credit to Borrower and further recognizes that the
execution and delivery of this Guaranty is a material inducement to Lender in making extensions of credit to Borrower. Guarantor
hereby acknowledges that there are no conditions to the full effectiveness of this Guaranty.


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IN WITNESS WHEREOF,
THIS GUARANTY OF RECOURSE OBLIGATIONS has been duly executed by the Guarantor as of the day and year first above written.


	 	
        GUARANTOR:

         

        INLAND REAL ESTATE INCOME
        TRUST, INC.,

        a Maryland corporation

	 	 	 
	 	By:	/s/ Mary J. Pechous
	 	 	
        Name: Mary J. Pechous

        Title: Assistant Secretary