Exhibit
10.3


 



 


LIMITED GUARANTY


made by


INLAND
REAL ESTATE INCOME TRUST, INC.,

as guarantor,


in favor of


CAPITAL ONE, NATIONAL ASSOCIATION





Dated as of May 22, 2014




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LIMITED GUARANTY


This LIMITED GUARANTY (this “Guaranty”),
dated as of May 22, 2014, made by INLAND REAL ESTATE INCOME TRUST, INC., a Maryland corporation, having an address at 2901
Butterfield Road, Oak Brook, Illinois 60523 (“Guarantor”), in favor of CAPITAL ONE, NATIONAL ASSOCIATION
(together with its successors and assigns, hereinafter referred to as “Lender”), having an
address at 201 St. Charles Avenue, 29th floor, New Orleans, Louisiana 70170.


R
E C I T A L S:


Pursuant
to that certain Loan Agreement dated as of the date hereof (as the same may be amended, modified, supplemented or replaced from
time to time, the “Loan Agreement”) between IREIT LYNCHBURG LAKESIDE L.L.C. (“Borrower”)
and Lender, Lender has agreed to make a loan (the “Loan”) to Borrower in an aggregate principal amount not to
exceed $9,910,189.00, subject to the terms and conditions of the Loan Agreement;


As
a condition to Lender’s making the Loan, Lender is requiring that Guarantor execute and deliver to Lender this Guaranty;
and


Guarantor
hereby acknowledges that Guarantor will materially benefit from Lender’s agreeing to make the Loan;


NOW, THEREFORE, in consideration
of the premises set forth herein and as an inducement for and in consideration of the agreement of Lender to make the Loan pursuant
to the Loan Agreement, Guarantor hereby agrees, covenants, represents and warrants to Lender as follows:


1.               
Definitions.


All capitalized
terms used and not defined herein shall have the respective meanings given such terms in the Loan Agreement.


The term “Guaranteed
Obligations” means Borrower’s Recourse Liabilities, as defined in the Loan Agreement.


2.               
Guaranty.


2.1.           
Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender the full, prompt and complete
payment when due of the Guaranteed Obligations.


2.2.           
All sums payable to Lender under this Guaranty shall be payable on demand and without reduction for any offset,
claim, counterclaim or defense.


2.3.           
Guarantor hereby agrees to indemnify, defend and save harmless Lender from and against any and all costs, losses,
liabilities, claims, causes of action, expenses and damages, including reasonable attorneys’ fees and disbursements, which
Lender may suffer or which otherwise may arise by reason of Borrower’s failure to pay any of the Guaranteed Obligations when
due, irrespective of whether such costs, losses, liabilities, claims, causes of action, expenses or damages are incurred by Lender
prior or subsequent to (i) Lender’s declaring the Principal, interest and other sums evidenced or secured by the Loan Documents
to be due and payable, (ii) the commencement or completion of a judicial or non-judicial foreclosure of the Mortgage or (iii)
the conveyance of all or any portion of the Property by deed-in-lieu of foreclosure (dation en paiement).




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2.4.           
Guarantor agrees that no portion of any sums applied (other than sums received from Guarantor in full or partial
satisfaction of its obligations hereunder), from time to time, in reduction of the Debt shall be deemed to have been applied in
reduction of the Guaranteed Obligations until such time as the Debt has been paid in full, or Guarantor shall have made the full
payment required hereunder, it being the intention hereof that the Guaranteed Obligations shall be the last portion of the Debt
to be deemed satisfied.


3.               
Representations and Warranties. Guarantor hereby represents and warrants to Lender as follows (which representations
and warranties shall be given as of the date hereof and shall survive the execution and delivery of this Guaranty):


4.               
Organization, Authority and Execution. Guarantor is a corporation duly organized, validly existing and
in good standing under the laws of the State of Maryland, and has all necessary power and authority to own its properties and to
conduct its business as presently conducted or proposed to be conducted and to enter into and perform this Guaranty and all other
agreements and instruments to be executed by it in connection herewith. This Guaranty has been duly executed and delivered by Guarantor.


5.               
Enforceability. This Guaranty constitutes a legal, valid and binding obligation of Guarantor, enforceable
against Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally.


6.               
No Violation. The execution, delivery and performance by Guarantor of its obligations under this Guaranty
has been duly authorized by all necessary corporate action, and do not and will not violate any law, regulation, order, writ, injunction
or decree of any court or governmental body, agency or other instrumentality applicable to Guarantor, or result in a breach of
any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any mortgage,
lien, charge or encumbrance of any nature whatsoever upon any of the assets of Guarantor pursuant to the terms of Guarantor’s
articles of incorporation or bylaws, or any mortgage, indenture, agreement or instrument to which Guarantor is a party or by which
it or any of its properties is bound. Guarantor is not in default under any other guaranty which it has provided to Lender.


7.               
No Litigation. To Guarantor’s knowledge, there are no actions, suits or proceedings at law or at
equity, pending or threatened, against or affecting Guarantor that is reasonably likely to result in a material adverse change
in the financial condition of Guarantor or the ability of Guarantor to perform its obligations under this Guaranty. Guarantor is
not in default beyond any applicable grace or cure period with respect to any order, writ, injunction, decree or demand of any
Governmental Authority which might materially adversely affect the ability of Guarantor to perform any of its obligations under
this Guaranty.


8.               
Consents. All consents, approvals, orders or authorizations of, or registrations, declarations or filings
with, all Governmental Authorities (collectively, the “Consents”) that are required in connection with
the valid execution, delivery and performance by Guarantor of this Guaranty have been obtained and Guarantor agrees that all Consents
required in connection with the carrying out or performance of any of Guarantor’s obligations under this Guaranty will be
obtained when required.


9.               
Financial Statements and Other Information. All financial statements of Guarantor heretofore delivered
to Lender are true and correct in all material respects and fairly present the financial condition of Guarantor as of the respective
dates thereof, and no materially adverse change has occurred in the financial conditions reflected therein since the respective
dates thereof. None of the aforesaid financial statements or any certificate or statement furnished to Lender by or on behalf of
Guarantor in connection with the transactions contemplated hereby, and none of the representations and warranties in this Guaranty
contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained
therein or herein not misleading. Guarantor is not insolvent within the meaning of the United States Bankruptcy Code or any other
applicable law, code or regulation and the execution, delivery and performance of this Guaranty will not render Guarantor insolvent.


10.            
Consideration. Guarantor is the owner, directly or indirectly, of all of the legal and beneficial equity
interests in Borrower.




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11.            
Financial Statements. Guarantor shall deliver to Lender, (a) within sixty (60) days after the end
of each fiscal quarter ending March 31, June 30 and September 30, quarterly financial statements, prepared in accordance with GAAP
or other accounting principles consistently applied, (b) within one hundred twenty (120) days after the end of each fiscal
year of Guarantor, a complete copy of Guarantor’s annual financial statements (Guarantor’s Form 10k filing is acceptable),
prepared in accordance with GAAP or other accounting principles consistently applied, and (c) within twenty (20) days after
request by Lender, such other financial information with respect to Guarantor as Lender may reasonably request. All fiscal year-end
financial statements of Guarantor shall be in the form of Guarantor’s Form 10-K, and shall contain all reports and disclosures
required by generally accepted accounting principles for a fair presentation; provided, that the public filing of Guarantor’s
Form 10-K shall, for purposes hereof, constitute the delivery of same as required herein (though Borrower or Guarantor shall, promptly
following any request of Lender for same, promptly deliver to Lender an electronic version thereof).


12.            
Unconditional Character of Obligations of Guarantor.


12.1.        
The obligations of Guarantor hereunder shall be irrevocable, absolute and unconditional, irrespective of the
validity, regularity or enforceability, in whole or in part, of the other Loan Documents or any provision thereof, or the absence
of any action to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against
Borrower, Guarantor or any other Person or any action to enforce the same, any failure or delay in the enforcement of the obligations
of Borrower under the other Loan Documents or Guarantor under this Guaranty, or any setoff, counterclaim, and irrespective of any
other circumstances which might otherwise limit recourse against Guarantor by Lender or constitute a legal or equitable discharge
or defense of a guarantor or surety. Lender may enforce the obligations of Guarantor under this Guaranty by a proceeding at law,
in equity or otherwise, independent of any loan foreclosure or similar proceeding or any deficiency action against Borrower or
any other Person at any time, either before or after an action against the Property or any part thereof, Borrower or any other
Person. This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Guarantor waives
diligence, notice of acceptance of this Guaranty, filing of claims with any court, any proceeding to enforce any provision of any
other Loan Document, against Guarantor, Borrower or any other Person, any right to require a proceeding first against Borrower
or any other Person, or to exhaust any security (including, without limitation, the Property) for the performance of the Guaranteed
Obligations or any other obligations of Borrower or any other Person, or any protest, presentment, notice of default or other notice
or demand whatsoever (except to the extent expressly provided to the contrary in this Guaranty).


12.2.        
The obligations of Guarantor under this Guaranty, and the rights of Lender to enforce the same by proceedings,
whether by action at law, suit in equity or otherwise, shall not be in any way affected by any of the following:


(i)              
any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, receivership, conservatorship,
winding up or other similar proceeding involving or affecting Borrower, the Property or any part thereof, Guarantor or any other
Person;


(ii)            
any failure by Lender or any other Person, whether or not without fault on its part, to perform or comply with any of the
terms of the Loan Agreement, or any other Loan Documents, or any document or instrument relating thereto;


(iii)          
except as permitted in the Loan Agreement, the sale, transfer or conveyance of the Property or any interest therein to any
Person, whether now or hereafter having or acquiring an interest in the Property or any interest therein and whether or not pursuant
to any foreclosure, trustee sale or similar proceeding against Borrower or the Property or any interest therein;




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(iv)           
the conveyance to Lender, any Affiliate of Lender or Lender’s nominee of the Property or any interest therein by a
deed-in-lieu of foreclosure (i.e. dation en paiement);


(v)            
the release of Borrower or any other Person from the performance or observance of any of the agreements, covenants, terms
or conditions contained in any of the Loan Documents by operation of law or otherwise; or


(vi)           
the release in whole or in part of any collateral for any or all Guaranteed Obligations or for the Loan or any portion thereof.


12.3.        
Except as otherwise specifically provided in this Guaranty, Guarantor hereby expressly and irrevocably waives
all defenses in an action brought by Lender to enforce this Guaranty based on claims of waiver, release, surrender, alteration
or compromise and all setoffs, reductions, or impairments, whether arising hereunder or otherwise.


12.4.        
Lender may deal with Borrower and Affiliates of Borrower in the same manner and as freely as if this Guaranty
did not exist and shall be entitled, among other things, to grant Borrower or any other Person such extension or extensions of
time to perform any act or acts as may be deemed advisable by Lender, at any time and from time to time, without terminating, affecting
or impairing the validity of this Guaranty or the obligations of Guarantor hereunder.


12.5.        
No compromise, alteration, amendment, modification, extension, renewal, release or other change of, or waiver,
consent, delay, omission, failure to act or other action with respect to, any liability or obligation under or with respect to,
or of any of the terms, covenants or conditions of, the Loan Documents shall in any way alter, impair or affect any of the obligations
of Guarantor hereunder, and Guarantor agrees that if any Loan Document are modified with Lender’s consent, the Guaranteed
Obligations shall automatically be deemed modified to include such modifications.


12.6.        
Lender may proceed to protect and enforce any or all of its rights under this Guaranty by suit in equity or action
at law, whether for the specific performance of any covenants or agreements contained in this Guaranty or otherwise, or to take
any action authorized or permitted under applicable law, and shall be entitled to require and enforce the performance of all acts
and things required to be performed hereunder by Guarantor. Each and every remedy of Lender shall, to the extent permitted by law,
be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.


12.7.        
No waiver shall be deemed to have been made by Lender of any rights hereunder unless the same shall be in writing
and signed by Lender, and any such waiver shall be a waiver only with respect to the specific matter involved and shall in no way
impair the rights of Lender or the obligations of Guarantor to Lender in any other respect or at any other time.


12.8.        
At the option of Lender, Guarantor may be joined in any action or proceeding commenced by Lender against Borrower
in connection with or based upon any other Loan Documents and recovery may be had against Guarantor in such action or proceeding
or in any independent action or proceeding against Guarantor to the extent of Guarantor’s liability hereunder, without any
requirement that Lender first assert, prosecute or exhaust any remedy or claim against Borrower or any other Person, or any security
for the obligations of Borrower or any other Person.




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12.9.        
Guarantor agrees that this Guaranty shall continue to be effective or shall be reinstated, as the case may be,
if at any time any payment is made by Borrower or Guarantor to Lender and such payment is rescinded or must otherwise be returned
by Lender (as determined by Lender in its sole and absolute discretion) upon insolvency, bankruptcy, liquidation, reorganization,
readjustment, composition, dissolution, receivership, conservatorship, winding up or other similar proceeding involving or affecting
Borrower or Guarantor, all as though such payment had not been made.


12.10.     
In the event that Guarantor shall advance or become obligated to pay any sums under this Guaranty or in connection
with the Guaranteed Obligations or in the event that for any reason whatsoever Borrower or any subsequent owner of the Property
or any part thereof is now, or shall hereafter become, indebted to Guarantor, Guarantor agrees that (i) the amount of such
sums and of such indebtedness and all interest thereon shall at all times be subordinate as to lien, the time of payment and in
all other respects to all sums, including principal and interest and other amounts, at any time owed to Lender under the Loan Documents,
and (ii) Guarantor shall not be entitled to enforce or receive payment thereof until all principal, Interest and other sums
due pursuant to the Loan Documents have been paid in full. Nothing herein contained is intended or shall be construed to give Guarantor
any right of subrogation in or under the Loan Documents or any right to participate in any way therein, or in the right, title
or interest of Lender in or to any collateral for the Loan, notwithstanding any payments made by Guarantor under this Guaranty,
until the actual and irrevocable receipt by Lender of payment in full of all principal, Interest and other sums due with respect
to the Loan or otherwise payable under the Loan Documents. If any amount shall be paid to Guarantor on account of such subrogation
rights at any time when any such sums due and owing to Lender shall not have been fully paid, such amount shall be paid by Guarantor
to Lender for credit and application against such sums due and owing to Lender.


12.11.     
Guarantor’s obligations hereunder shall survive a foreclosure, deed-in-lieu of foreclosure (dation en paiement)
or similar proceeding involving the Property and the exercise by Lender of any of all of its remedies pursuant to the Loan Documents.


13.            
Intentionally Not Used.


14.            
Entire Agreement/Amendments. This instrument represents the entire agreement between the parties with
respect to the subject matter hereof. The terms of this Guaranty shall not be waived, altered, modified, amended, supplemented
or terminated in any manner whatsoever except by written instrument signed by Lender and Guarantor.


15.            
Successors and Assigns. This Guaranty shall be binding upon Guarantor, and Guarantor’s estate, heirs,
personal representatives, successors and assigns, may not be assigned or delegated by Guarantor and shall inure to the benefit
of Lender and its successors and assigns.


16.            
Applicable Law and Consent to Jurisdiction. This Guaranty shall be governed by, and construed in accordance
with, the substantive laws of the State of Louisiana. Guarantor irrevocably (a) agrees that any suit, action or other legal
proceeding arising out of or relating to this Guaranty may be brought in a court of record in the Parish of Orleans or in the Courts
of the United States of America located in the Parish of Orleans, State of Louisiana, (b) consents to the jurisdiction of
each such court in any such suit, action or proceeding and (c) waives any objection which it may have to the laying of venue
of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought
in an inconvenient forum. Guarantor irrevocably consents to the service of any and all process in any such suit, action or proceeding
by service of copies of such process to Guarantor at its address provided in Section 21 hereof. Nothing in this Section 16,
however, shall affect the right of Lender to serve legal process in any other manner permitted by law or affect the right of Lender
to bring any suit, action or proceeding against Guarantor or its property in the courts of any other jurisdictions.




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17.            
Section Headings. The headings of the sections and paragraphs of this Guaranty have been inserted for
convenience of reference only and shall in no way define, modify, limit or amplify any of the terms or provisions hereof.


18.            
Severability. Any provision of this Guaranty which may be determined by any competent authority to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law,
Guarantor hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.


19.            
WAIVER OF TRIAL BY JURY. GUARANTOR HEREBY WAIVES THE RIGHT OF TRIAL BY JURY IN ANY LITIGATION, ACTION OR PROCEEDING
ARISING HEREUNDER OR IN CONNECTION THEREWITH.


20.            
Other Guaranties. The obligations of Guarantor hereunder are separate and distinct from, and in addition
to, the obligations of Guarantor now or hereafter arising under any other Guaranties, pursuant to which Guarantor has guaranteed
payment and performance of certain other obligations of Borrower described therein.


21.            
Notices. All notices, consents, approvals and requests required or permitted hereunder (a “Notice”) shall
be given in writing and shall be effective for all purposes if either hand delivered with receipt acknowledged, or by a nationally
recognized overnight delivery service (such as Federal Express), or by certified or registered United States mail, return receipt
requested, postage prepaid, in each case addressed as follows (or to such other address or Person as a party shall designate from
time to time by notice to the other party): If to Lender: Capital One, National Association, 201 St. Charles Avenue, 29th floor,
New Orleans, Louisiana 70170, Attention: Mark Lemonier, Commercial Real Estate, with a copy to: Locke Lord LLP, 601 Poydras
Street, Suite 2660, New Orleans, Louisiana 70130, Attention: Victoria M. de Lisle, Esq.; if to Guarantor: Inland Real Estate Income
Trust, Inc., 2901 Butterfield Road, Oak Brook, Illinois 60523, Attention: Principal Financial Officer, with a copy to: The Inland
Real Estate Group, Inc., 2901 Butterfield Road, Oak Brook, Illinois 60523, Attention: General Counsel. A notice shall be deemed
to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered
or the first attempted delivery on a Business Day; or in the case of overnight delivery, upon the first attempted delivery on a
Business Day.


22.            
Guarantor’s Receipt of Loan Documents. Guarantor by its execution hereof acknowledges receipt of
true copies of all of the Loan Documents, the terms and conditions of which are hereby incorporated herein by reference. The duration
and period of effectiveness of this Guaranty shall cease and expire on full payment of the Loan.


23.            
Interest; Expenses.


23.1.        
If Guarantor fails to pay all or any sums due hereunder upon demand by Lender, the amount of such sums payable
by Guarantor to Lender shall bear interest from the date of demand until paid at the Default Rate in effect from time to time.


23.2.        
Guarantor hereby agrees to pay all costs, charges and expenses, including reasonable attorneys’ fees and
disbursements, that may be incurred by Lender in enforcing the covenants, agreements, obligations and liabilities of Guarantor
under this Guaranty.


24.            
Joint and Several and Solidary Obligations. If Guarantor consists of more than one Person, each such Person
shall have joint and several and solidary liability for the obligations of Guarantor hereunder.




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25.            
Specific Limitation on Guaranty and Indemnity Obligations. Guarantor and Lender hereby confirm that it
is the intention of Guarantor and Lender that this Guaranty not constitute a fraudulent transfer or fraudulent conveyance (a "Fraudulent
Conveyance") under the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any other debtor relief law or insolvency
law (whether statutory, common law, case law or otherwise) or any jurisdiction whatsoever (collectively, the "Bankruptcy
Laws"). To give effect to the foregoing intention of Guarantor and Lender, each of such parties hereby irrevocably
agrees that the Guaranteed Obligations shall be limited to (but shall not be less than) such maximum amount as will, after giving
effect to the maximum amount of such obligations and all other liabilities (whether contingent or otherwise) of Guarantor that
are relevant under such Bankruptcy Laws, result in the Guaranteed Obligations not constituting a Fraudulent Conveyance under the
Bankruptcy Laws, as of the date of execution and delivery of this Guaranty.


 




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IN WITNESS WHEREOF, Guarantor
has executed this Guaranty as of the date first above written.


 


	 	
        INLAND REAL ESTATE INCOME TRUST, INC.,

        a Maryland corporation

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


 


 




 


 


 


 


 


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