Exhibit
10.4


CONSENT
TO SALE, ASSUMPTIONS
AND


SECOND
LOAN MODIFICATION AGREEMENT


 


THIS
CONSENT TO SALE, ASSUMPTIONS AND SECOND LOAN MODIFICATION AGREEMENT
("Agreement" and the
"Consent to Sale, Assumptions and
Second Loan Modification
Agreement") is made
effective as of
December 15, 2014 (the "Effective Date"),
by and among KRG BRANSON HILLS,
LLC, a Delaware limited liability company, formerly known as Inland Diversified Branson
Hills, L.L.C. (the "Borrower"),
KITE REALTY GROUP, L.P., a Delaware
limited partnership (the "Guarantor"), IREIT BRANSON HILLS,
L.L.C., a Delaware limited liability company
(the "Replacement Borrower") and INLAND REAL ESTATE
INCOME TRUST, INC., a Maryland corporation
(the "Replacement Guarantor") (the Borrower, the Guarantor, the
Replacement Borrower and the Replacement
Guarantor are hereinafter each individually on
a joint and several basis referred
to as, a
"Loan Party" and all collectively on
a joint and several basis referred to
as, the "Loan Parties") and PNC BANK, NATIONAL ASSOCIATION,
a national banking association and its successors and
assigns (collectively, the "Lender").


 


RECITALS:


 


WHEREAS,
the Lender has extended a
loan to Borrower
in the original
principal amount of TWENTY MILLION THREE HUNDRED THOUSAND AND NO/100 ($20,300,000.00)
DOLLARS (the "Loan")
pursuant to the
terms and conditions of that
certain Loan Agreement dated as of May 9, 2012 executed by and between Borrower
and Lender (as the same may be amended, modified, replaced
and/or restated from time to time,
the "Loan Agreement");


 


WHEREAS,
the Loan is
evidenced by that
certain Promissory Note
dated as of
May 9, 2012 (as
the same may be
amended, modified, replaced and/or restated from time to time,
the "Note"), executed by the Borrower and made payable to the order of Lender in the original principal
amount of TWENTY MILLION THREE HUNDRED THOUSAND AND NO/100 ($20,300,000.00) DOLLARS;


 


WHEREAS,
the Loan is
secured, inter alia,
by a Deed
of Trust, Security
Agreement, Assignment of Leases
and Rents and Fixture
Filing dated as of May 9,
2012, executed by the Borrower to Steven
M. Leigh, Esq., an individual resident
of the State of Missouri as Trustee for the benefit of Lender (as
the same may be amended, modified,
replaced and/or restated from time to time, the "Mortgage") encumbering
the Premises (as such term is defined in the Deed of Trust and incorporated herein by
this reference) consisting of a parcel of
real estate improved with two (2) retail
shopping centers containing approximately
172,468 non-ground leased square feet
and approximately 126,940 ground leased square feet commonly
known as The Shoppes at Branson Hills and
Branson Hills Plaza located at U.S. Highway 65 (at Branson Parkway), Branson, Missouri
and legally described on Exhibit "A" attached to the
Deed of Trust (the "Property"), which was recorded on
May 17, 2012 in the Office of the Taney
County, Missouri Recorder as Instrument No. 2012L19018;




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WHEREAS,
the Loan is
further secured, inter
alia, by that
certain Assignment of
Rents and Leases dated
as of May 9, 2012,
executed by the Borrower to and for the benefit of Lender encumbering
the Property which was recorded on May 17, 2012
in the Office of the Taney County, Missouri Recorder
as Instrument No. 2012L19019 (as the same may be amended, modified,
replaced or restated from time to time,
the "Assignment of Rents and Leases");


 


WHEREAS,
the Loan is
further secured, inter
alia, by a
Guaranty of Payment
and Recourse Obligations dated
as of May 9, 2012, executed by the Original Guarantor
(as hereinafter defined) in favor of Lender, as amended
by and as assumed by the Guarantor
pursuant to that certain Consent to Merger,
Assumption and First Loan Modification (as hereinafter defined) (collectively, as the
same may be amended, modified, replaced
and/or restated from time to time, the "Guaranty");


 


WHEREAS,
the Loan is
further secured by
that certain Environmental
Indemnity Agreement dated as
of May 9,
2012 jointly and
severally executed by Borrower and the Original Guarantor in favor of Lender
in connection with the Property, as amended
by and as assumed by the Guarantor pursuant to the Consent to
Merger, Assumption and First Loan
Modification (as the same may be amended, modified,
replaced and/or restated from time
to time, the "Environmental Indemnity");


 


WHEREAS,
the Borrower, INLAND
DIVERSIFIED REAL ESTATE
TRUST, INC., 


a
Maryland corporation (the
"Original Guarantor"), Guarantor
and Lender entered
into that Consent to
Merger, Assumption and
First Loan Modification Agreement made effective as of July 1, 2014 (the
"Consent to Merger, Assumption and First Loan Modification") wherein
Lender consented to permit the
Original Guarantor to merge with and into KRG Magellan,
LLC, a Maryland limited liability company (the "Merger Sub")
pursuant to an Agreement and Plan of Merger
dated as of February 9, 2014 (the "Merger Agreement") executed by
and among the Original Guarantor, Kite
Realty Group Trust, a Maryland real estate
investment trust ("KRG") and the Merger Sub. Under the terms of the
Merger Agreement: (x) the Original Guarantor merged with and into the Merger Sub with
the Merger Sub being the surviving entity of such merger
(the "Merger"), (y) at the time of the Merger,
the Merger Sub was wholly-owned by KRG; and (z) immediately following the consummation
of the Merger and related contemporaneous
transactions, the Merger Sub became a wholly-owned subsidiary of Kite Realty Group, L.P.,
a Delaware limited partnership ("Kite OP")
of which KRG is the sole general partner and owns in excess of a
ninety-seven percent (97%) interest
(collectively, the "Transaction");


 


WHEREAS,
Lender consented to
the Merger and
the Transaction subject
to the amendment of
the Loan Agreement,
the Guaranty and the other Loan Documents
as provided in the Consent to Merger, Assumption
and First Loan Modification, the Guarantor's
assumption of all of the Original Guarantor's obligations under the Guaranty and the
Environmental Indemnity, as such Loan Documents were amended
by the Consent to Merger, Assumption
and First Loan Modification and subject to the
terms and conditions of the Consent
to Merger, Assumption and First
Loan Modification;




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WHEREAS,
the Mortgage was
amended by that
certain First Amendment
to Deed of Trust
and Assignment of
Rents and Leases Modification Agreement
made effective as of July 1, 2014 executed
by Borrower and Lender which amended the Permitted Transfer language contained in
the Mortgage as requested by Borrower, Guarantor, the Merger Sub and KRG, which
was recorded on July 10, 2014 in the Office of the Taney County, Missouri Recorder as Instrument No.
2014L32298 (the "First Mortgage
Modification");


 


WHEREAS,
the Loan Parties have
now requested Lender's
consent to: (a) allow
the sale of the
Property to the
Replacement Borrower subject
to the Mortgage, the Assignment of
Rents and Leases and Lender's security interests therein (the "Sale")
in consideration of the Replacement Borrower's assumption
of the Loan and all of the liabilities
and obligations of the Borrower under the
Loan Agreement and the Loan Documents as provided
in Paragraph 5 of this Agreement; (b)
allow the Replacement Guarantor to assume all of the liabilities
and obligations of the Guarantor under
the Environmental Indemnity commencing
on the Effective Date and continuing for all times thereafter; (c) allow the Replacement
Guarantor to provide the Replacement Guaranty (as such term is defined in Paragraph
6 hereof) in order to guarantee the Obligations (as such term is defined
in the Replacement Guaranty) commencing
on the Effective Date and continuing
for all times thereafter; (d) the Replacement Borrower mortgaging and granting
a security interest to Lender in
the new parcel of real estate containing approximately 18,813 leased square feet improved
with a portion of the Branson Hills Shopping Center located at U.S.
Highway 65 (at Branson Parkway), Branson,
Missouri and legally described as "Lot
4B" contained in Tract 2 (the "New Additional Property") in Exhibit
"A" to this Agreement which is the collective legal
description for the Property and
the New Additional Property; and (e) to amend the Loan
and the Loan Documents as provided
in this Agreement including, without limitation, to document the Loan Increase and
the mortgage and collateral grant
of the New Additional Property by Replacement
Borrower; amend the LIBOR Margin
from 2.25% to 1.75% and to extend the Maturity Date to five (5) years from the
closing of the Sale and the assumptions of the Loan
and the Guaranty as provided for in this Agreement (all of the foregoing, collectively,
the "Loan Parties' Request");


 


WHEREAS,
Lender is willing
to consent to
the Loan Parties'
Request subject to
the terms and conditions
of this Agreement, including, but
not limited to, the Loan Parties' satisfaction
of all of the "Lender's Conditions Precedent" (as such term
is defined in Paragraph 11 of this Agreement; and


 


WHEREAS,
the Loan Parties
hereby consent to and accept
all of Lender's
Conditions Precedent and the
parties now desire
to: (a) amend
the Loan Agreement, the Guaranty and the
other Loan Documents as provided in this
Agreement; (b) provide for the Replacement Borrower's
assumption of the Loan, the Debt,
the Obligations and all of the Borrower's
liabilities and obligations under the Loan Agreement and the
Loan Documents as and to the extent
provided in Paragraph 5 of this
Agreement; and (c) provide for the Replacement Guarantor's execution and
delivery of the Replacement Guaranty in order to guarantee the Obligations (as
such term is defined in the Replacement Guaranty) commencing on the Effective
Date and continuing for all times thereafter and
the assumption of all of the Guarantor's liabilities and obligations under the
Environmental Indemnity, as amended
by this Agreement commencing on the Effective
Date and continuing for all times thereafter as
provided in Paragraph 6 of this Agreement, all in the manner hereinafter
set forth.




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NOW,
THEREFORE, in consideration
of the foregoing
recitals and for
other good and valuable
consideration, the receipt
and sufficiency of
which are hereby acknowledged and agreed, the parties hereto
agree as follows:


 


AGREEMENTS:


 


1.              
Recitals. The foregoing
recitals are hereby
incorporated into this
Agreement as if fully
set forth herein.


 


2.              
Defined Terms. All
terms defined in
the foregoing recitals
are incorporated into and
made a part
of Exhibit A
(Definition of Certain
Terms) of the Loan Agreement and this Agreement. Except as specifically defined in this
Agreement, all capitalized terms used herein and in the foregoing recitals shall
have the meanings ascribed therefor in the Loan Agreement.


 


3.              
References. All references
herein to any
of the Loan
Documents shall be understood
to be to
the Loan Documents
as previously amended and as amended
hereby and by the new Loan Documents as
provided for in Paragraph 11 hereof. All references
in any of the Loan Documents to any
other one or more of
the Loan Documents shall hereafter
be deemed to be such document(s) as previously amended
and as amended hereby and by the new
Loan Documents as provided for
in Paragraph 11 hereof. All references
in the Loan Documents to the Note shall hereinafter
be deemed to be the Note, as amended, restated and replaced by
the First Amended and Restated Note
(as hereinafter defined).


 


4.              
Status of Loan;
No Further Advances.


 


(a)
follows:


Each
of the Loan
Parties and Lender
hereby acknowledges and
agrees as


 


(i)              
As of December
15, 2014, the
outstanding principal balance
under the Loan prior to
the extension of
the Additional Loan Advance is
TWENTY MILLION TWO HUNDRED FORTY THOUSAND AND NO/100 DOLLARS ($20,240,000.00);


 


(ii)          
As of December 14, 2014, the outstanding accrued and unpaid Interest due under
the Loan is SIX THOUSAND SEVEN HUNDRED SIXTY-NINE AND 16/100
DOLLARS ($6,769.16);


 


(iii)          
As of December
15, 2014, there
is zero dollars
available on a
go forward basis on
the Loan and
the Loan Parties
acknowledge and agree that no further disbursements
of the Loan shall be made by Lender except
solely for any Protective Advances which Lender elects to
advance under the Loan
Documents in its sole discretion.


 


(b)
Each of the Loan Parties hereby acknowledges and agrees as to itself as follows:







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(i)              
As of the
date hereof, to
the actual knowledge
of each Loan
Party, no Event of
Default has occurred
and no event has occurred or condition
exists that, with notice and/or the passage
of time, would constitute an Event of
Default; and


(ii)            
As of
the date hereof,
no Loan Party
has sent any
written default notice of
default to Lender.


 


		(c)	Lender hereby acknowledges
and agrees as
follows:



 


(i)             
As of the
date hereof, to
the actual knowledge
of Lender without undertaking
any independent investigation,
no Event of
Default has occurred
and no event has occurred or
condition exists that, with notice
and/or the passage of time, would constitute an Event of Default (an "Unmatured
Default"). The foregoing statement by Lender shall in
no event waive
any rights by Lender to declare an
Event of Default for any Event
of Default or any Unmatured Default which preexists
the Effective Date to the extent unknown by Lender; and


 


(ii)            
As of the
date hereof, Lender
has not sent
any written notice
of an Event of
Default or Unmatured
Default to the
Borrower or Guarantor.


 


5.              
Assumption by
Replacement Borrower; Execution
and Delivery of
First Amended and Restated
Promissory Note by
Replacement Borrower; Replacement
and Substitution of Replacement
Borrower for Borrower and Release of Borrower for Periods Commencing
on the Effective Date and
Thereafter.


 


(a)            
On the Effective
Date, the Replacement Borrower
shall execute and deliver to
Lender that certain
First Amended and
Restated Promissory Note
dated of even date herewith made
payable to the order of Lender in the original
principal amount of TWENTY MILLION TWO HUNDRED FORTY THOUSAND AND NO/100 ($20,240,000.00) DOLLARS
(the "First Amended and Restated
Note") as: (a) an amendment, extension
and restatement of, and replacement
and substitution for, but not a payment of, the Note; and (b) to evidence the Replacement
Borrower's assumption of all of the Borrower's
liabilities and obligations under the Loan and the Note, as amended, restated
and replaced by the First Amended and Restated Note
and under the Loan Agreement, as amended hereby, as regards liability for
the repayment of all principal, interest and amounts due on the Loan, including,
without limitation, liability for all liabilities and obligations of the
Borrower for such foregoing amounts which
arose and/or were incurred by the Borrower under the Loan and
such documents prior to the Effective Date. The indebtedness evidenced by the
Note is continuing indebtedness evidenced by the First Amended and Restated Note, and nothing
herein or in the First Amended and Restated Note shall be
deemed to constitute a payment, settlement or novation of the Note, or release or
otherwise adversely affect any lien, mortgage, or
security interest securing such indebtedness or any rights of the Lender against Borrower, the Replacement Borrower, any
guarantor, any surety or other party primarily or secondarily liable for such




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indebtedness.
All amounts outstanding
under the Note shall
be automatically transferred to,
and be deemed
to be outstanding
under the First
Amended and Restated Note, which is assumed by the Replacement Borrower.
The First Amended and Restated Note amends, restates and replaces the Note in its entirety.


 


(b)             On the Effective Date, the Replacement Borrower hereby also expressly
assumes all of the liabilities and obligations of the Borrower under the Loan
Agreement and the Loan Documents, commencing on
the Effective Date and continuing for all times thereafter. Without limiting the
generality of the foregoing or any of the obligations in the Loan Documents,
the Replacement Borrower hereby covenants, promises and agrees commencing on the Effective
Date and continuing for all times thereafter to: (a) pay the Debt and the
Obligations (as such terms are defined in the Loan Agreement) at the times, in the manner and in all respects as provided in
the Loan Agreement; (b) pay and perform each and all of the covenants, agreements
and obligations of the Borrower in the Note, as amended and restated by
the First Amended and Restated Note, the Loan Agreement and the other Loan
Documents at the time, in the manner and in all respects as provided therein; and (c) be bound by each and every term and
provision of the First Amended and Restated Note, the Loan Agreement and other Loan Documents, as though such documents had
originally been made, executed and delivered by the Replacement Borrower.
Notwithstanding anything contained herein to the contrary, except for those liabilities and obligations of Borrower assumed
by the Replacement Borrower pursuant to Paragraph 5(a) above, Replacement Borrower
assumes all other liabilities and obligations of the Borrower pursuant to this Paragraph 5(b) commencing on the
Effective Date and continuing for all times thereafter.


 


(c)             
On the
Effective Date, in
consideration of the
assumption by the Replacement
Borrower of all
of the liabilities and obligations
of the Borrower under the Loan and the Loan
Documents as and to extent provided for in this Paragraph 5 and in the First
Amended and Restated Note, the Lender hereby releases
Borrower effective on the Effective Date
from only: (a) all liabilities and obligations of Borrower expressly assumed
by the Replacement Borrower pursuant
to Paragraph 5(a) hereof, including
all liabilities and obligations relating to the repayment of any and all outstanding
principal, interest and other amounts due on the
Loan; and (b) those other liabilities and
obligations under the Loan Documents as assumed by the Replacement Borrower pursuant to Paragraph 5(b)
hereof commencing on the Effective Date and continuing for all times thereafter but expressly excluding
this Agreement. Accordingly, effective on the Effective Date, the Loan Agreement and
the other Loan Documents
are hereby modified to change the definition of "Borrower" as
applicable, to mean the Replacement Borrower. The obligations of Borrower under
this Agreement and under the Loan Documents for all periods preceding the Effective Date (excluding those
obligations assumed by Replacement Borrower pursuant to Paragraph
5(a) hereof in full) however shall expressly survive the execution and delivery
of this Agreement. For avoidance of doubt,
on the Effective Date, Borrower shall be
released in full from any and all liabilities and obligations
for the repayment of any outstanding principal, interest and other amounts due
on the Loan.


 


6.              
Execution and Delivery
of Replacement Guaranty;
Replacement and Substitution of
Replacement Guarantor for
the Guarantor as
of the Effective
Date and Continuing thereafter; Assumption by Replacement
Guarantor of Guarantor's Obligations under the Environmental
Indemnity Commencing on the Effective Date and Continuing Thereafter; Release
of Guarantor under Guaranty for
all Periods Commencing on the Effective
Date and Thereafter.




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(a)             
On the Effective
Date, the Replacement
Guarantor shall execute
and deliver to Lender
that certain Replacement
Guaranty of Payment and Recourse Obligations
dated as of the Effective Date in favor of Lender (the
"Replacement Guaranty") whereby the Replacement Guarantor guarantees
all of the Obligations (as such term is defined in the Replacement Guaranty) commencing
on the Effective Date and continuing for all times thereafter
until the Replacement Guaranty is satisfied in accordance with the terms thereof.


 


(b)            
On the Effective
Date, the Replacement
Guarantor hereby expressly assumes
all of the
liabilities and obligations
of the Guarantor
under the Environmental Indemnity commencing on the Effective Date and
continuing for all times thereafter. Without limiting
the generality of the foregoing or any
of the obligations in
the Loan Documents, the Replacement Guarantor
hereby covenants, promises and
agrees effective on the Effective Date and continuing for all times thereafter to: (a) pay and perform each and all
of the covenants, agreements and obligations
in the Environmental Indemnity at the time,
in the manner and in all respects as provided therein; and (b) be bound by each and
every term and provision of the Environmental Indemnity,
as though such document had originally been made, executed and delivered by the Replacement
Guarantor.


 


(c)             
On the Effective
Date, in consideration of
the execution and
delivery of the Replacement
Guaranty by the
Replacement Guarantor in
favor of Lender and the assumption by
the Replacement Guarantor of all of the liabilities and obligations of the Guarantor
under the Environmental Indemnity pursuant to this Paragraph 6, the
Lender hereby releases Guarantor effective on
the Effective Date from and under
the Guaranty and the Environmental
Indemnity for matters and obligations which arise commencing on the Effective
Date and for all periods thereafter. Accordingly,
effective on the Effective Date, the Environmental Indemnity
and the other Loan Documents are hereby modified to reflect that the Guarantor
has been replaced by the Replacement Guarantor commencing on the Effective
Date and that the Replacement Guaranty
is given in addition to the Guaranty; The obligations of Guarantor under this Agreement
under the Guaranty and the Environmental
Indemnity for the periods preceding the Effective
Date shall expressly survive the execution and delivery of this Agreement.


 


7.              
Amendment of Loan Agreement. Effective on
the Effective Date, the Loan Agreement
is hereby amended
as follows:


 


(a)            
The definition of
the term, "Borrower"
contained in the
first paragraph is hereby
amended and restated
to be, "IREIT
Branson Hills, L.L.C., a Delaware
limited liability company".


 


(b)            
The definition of
the term, "Guarantor"
contained in Exhibit
A (Definition of Certain
Terms) is hereby
deleted in its
entirety and the
following is substituted
in its place:


 


"Guarantor"
shall mean Inland Real
Estate Income Trust,
Inc., a Maryland corporation."




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(c)             
Section 3.1(1)
of the Loan
Agreement captioned, "Ownership
Interest" is hereby deleted
in its entirety
and the following is substituted therefore:


 


"(1)
Ownership Interest. The Guarantor
is the owner of one hundred percent
(100%) of
the membership interest in
the Borrower."


 


(d)            
The first sentence
of Section 1.4(a)
under Section 1.4
captioned, "Interest Rates" is
hereby deleted in
its entirety and the following is
hereby inserted in its place:


 


"(a)
Provided the conditions contained in Section 1.5 are satisfied, interest
on the Loan
shall accrue at
a fluctuating rate
per annum equal to
the sum of:
(i) LIBOR plus
(ii) one hundred seventy-five
basis points (1.75%), for the applicable LIBOR Interest Period."


 


(e)            
The first sentence
of Section 1.4(b)
under Section 1.4
captioned, "Interest Rates" is
hereby deleted in
its entirety and
the following is hereby substituted
in its place:


 


"(b)
Notwithstanding anything to the contrary
or inconsistent herein, in the
event all of
the conditions contained
in Section 1.5
herein are not satisfied,
interest on the Loan shall accrue
at a fluctuating rate per annum equal to the sum of:
(i) the Base Rate; plus (ii) seventy-five basis points (0.75%);


 


(f)
The third to
the last sentence of the definition of the term, "LIBOR Interest
Period" contained in
Exhibit A (Definition
of Certain Terms)
is hereby deleted
in its entirety and
the following is hereby substituted therefore:


 


"If
at any time
a LIBOR Interest
Period expires less
than one month
before the Maturity Date,
the LIBOR Portion
shall automatically convert, on the last
day of the then existing LIBOR Interest
Period, without further demand, presentment,
protest or notice of any kind, all of which
are hereby waived by the Borrower to a loan bearing interest at
a fluctuating rate equal to the
sum of: (i)
one hundred seventy-five basis
points (1.75%) per annum; plus (ii) the Daily
LIBOR Rate, adjusted by Lender as necessary
at the end of each
Business Day."


 


(g)            
The definition of
the term, "Initial
Maturity Date" contained
in Exhibit A (Definition
of Certain Terms)
is hereby deleted
in its entirety and
is of no further force and effect.
Any references in the Loan Agreement to
the Initial Maturity Date
are null and void and of no further force and effect.


 


(h)            
The definition of
the term, "Maturity
Date" contained in
Exhibit A (Definition of Certain
Terms) is hereby
deleted in its entirety
and the following is hereby inserted in its place:


 


""Maturity
Date" means the
first to occur
of: (i) December
15, 2019 or (ii)
the date on which
the Debt becomes
due and payable pursuant to the
provisions of the Loan Documents (whether by acceleration or otherwise)."



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(i)              
Section 1.12 captioned,
"Extension Options" is
hereby deleted in its entirety
and is of
no further force
and effect. Any
references in the
Loan Agreement to the First Extension Option, the First Extension Conditions,
the First Extension Notice, the
First Extended Maturity Date, the Second Extension
Option, the Second Extension Conditions, the Second
Extension Notice, or the Second Extended
Maturity Date are null and void
and of no further force and effect.


 


(j)              
Section 2.1 of
the Loan Agreement
captioned, "Loan Documents"
is hereby amended to
include the Replacement
Guaranty as the
new Section 2.1(o), to include the
Assignment and Subordination of
the Inland National Real Estate Services, LLC Property Management Agreement
as the new Section 2.1(p) and to include the Inland National Real Estate Services,
LLC Consent to Assignment and Subordination of Property Management Agreement and Estoppel as
the new Subsection 2.1(q) hereby constituting
additional new Loan Documents. All references to
the term, "Property Manager" contained
in the Loan Agreement are hereby
amended and restated
to be, "Inland National Real Estate
Services, LLC".


 


(k)            
Section 5.9(b) captioned,
"Financial Reports" is hereby
deleted in its entirety and
the following is
substituted in its
place:


 


"(b)Financial
Reports. Borrower shall deliver
or cause to
be delivered to Lender
each of the
following:


 


(i)              
Borrower Annual Financial Statements. Within one hundred twenty
(120) days after
the end of
each calendar year
during the term of
the Loan, complete
copies of Borrower's annual internally prepared financial statements for such
calendar year in accordance with generally accepted accounting practices consistently applied,
including a statement of operations (profit and
loss), a statement of cash flows (GAAP basis) a calculation of net operating income,
a balance sheet and such other information (including non-financial information) as reasonably requested by Lender, all of the
foregoing financial statements and information shall be prepared and certified as true, complete and correct by an appropriate
officer of the managing Member of Borrower.


 


(ii)                    
Borrower Quarterly Financial Statements. Within forty-five
(45) days
after the end
of each calendar quarter ending
March 31, June 30 and
September 30, complete
copies of Borrower's internally prepared financial statements for such fiscal
quarter in accordance with generally
accepted accounting practices consistently applied, including
a statement of operations (profit and loss), a statement of cash flows (GAAP
basis), a calculation of net operating income, a balance sheet and such other information
(including non-financial information) as reasonably requested by Lender, all
of the foregoing financial statements and information shall be prepared and certified
as true, complete and correct by an appropriate
officer of the Managing Member
of Borrower.




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     (iii)                          
Guarantor's Annual Financial Statements. Within ninety (90)
days after the
end of each
fiscal year of
the Guarantor during
the term of the
Loan, complete copies
of Guarantor's annual GAAP-based unqualified audited financial statements for
such fiscal year in accordance with
generally accepted accounting practices consistently applied, including a statement of operations (profit and loss), a statement
of cash flows, a balance sheet and such
other information (including non-financial information) as reasonably requested by Lender,
all of the foregoing financial statements and information shall be
prepared and audited by an independent auditor of recognized standing, selected by
the Guarantor and reasonably acceptable to
the Lender and
certified as true and correct by
the Guarantor's treasurer or chief financial
officer. Guarantor's Form 10-K timely filed with the SEC shall satisfy the requirements
in this Section 5.9(b)(iii).


 


(iv)                    
Guarantor's Quarterly Financial
Statements. Within forty- five (45)
days after the
end of each
fiscal quarter of
the Guarantor during the term of
the Loan, complete copies of Guarantor's quarterly compiled financial
statements for such fiscal quarter in accordance with generally accepted accounting
practices consistently applied
and SEC guidelines, including
a statement of operations (profit and loss), a statement of
cash flows, a balance sheet and such other information (including non-financial
information) as reasonably requested by Lender, all of the
foregoing financial statements and information
shall be prepared and compiled by an independent auditor
of recognized standing, selected
by the Guarantor and reasonably
acceptable to the Lender and certified as
true and correct by the Guarantor's treasurer or chief financial officer. Guarantor's Form 10-Q timely filed with the SEC
shall satisfy the requirements of this Section 5.9(b)(iv).


 


(v)                    
Guarantor's Covenant Compliance Certificate. So long
as Guarantor has recourse
liability for the
Payment Obligations (as
such term is defined
in the Guaranty)
pursuant to the
application of Section 2(b)
of the Guaranty and Section 5.18 of
this Agreement, then contemporaneously with the furnishing of the financial
statements pursuant to Sections 5.9(b)(iii) and 5.9(b)(iv) herein, a
duly completed compliance certificate from Guarantor, dated the date of such
financial statements and certified as true and correct by the Guarantor 's
treasurer or chief financial officer, containing a computation
(to the extent applicable) and a confirmation of
compliance with each of the financial
covenants set forth in Section 3 of the Guaranty and stating that the Guarantor
has not become aware of any Event of Default that
has occurred and is continuing or, if there
is any such Event of Default, describing it
and the steps, if any, being taken to cure
it.


 


(vi)                    
Borrower's
Covenant Compliance Certificate.
No later than forty-five (45)
days after the end of each calendar quarter,
a duly




    	10



    	 



    

completed
compliance certificate certified
as true and
correct by Borrower, containing a
computation and a
confirmation of on-going compliance
with the Debt Service Coverage Ratio covenant
as set forth in Section 5.15 herein and stating
that Borrower has not become aware of
any Event of Default that has
occurred and is continuing or, if there is any such Event of Default, describing
it and the steps, if any being taken
to cure it.


 


(vii)                     
Quarterly Operating Statements. Within forty-five
(45) days after the
end of each
calendar quarter, complete
copies of Borrower's internally
prepared operating statements
for the Property showing all Gross
Income, all Operating Expenses and all profit and loss
for the subject calendar quarter in a form reasonable acceptable
to Lender and containing such
detail and such
other information (including non-financial
information) as reasonably requested by Lender, all of the
foregoing operating statements and information
shall be prepared and certified as true, complete
and correct by an appropriate
officer of the Managing Member of Borrower.


 


(viii)                    
Rent Rolls. Only if requested
by Lender and
then upon Lender's request,
a certified copy
of the updated
rent roll for
the Property in a form
reasonably acceptable to Lender, which shall be prepared and certified as true, complete
and correct by an appropriate
officer of the Managing Member of Borrower.


 


(ix)                      
Budgets and Forecasts. Only if requested
by Lender and then
upon Lender's request,
copies of the
projected operating budgets
and forecasts for the Property for
the ensuing year containing such detail as Lender shall reasonably require which, which shall be prepared and certified as true,
correct and complete by an appropriate officer of the Managing Member of Borrower.


 


(x)                    
Annual Tenant Sales and Co-Tenancy Reports. Only
if requested by Lender
and then upon
Lender's request, annual tenant
sales reports for those
Tenants of the
Property which are required to report
their annual tenant sales to Borrower in a form acceptable to Lender. Within thirty (30) days of Lender's request, co-tenancy reports
for the Property in a form acceptable to Lender, which shall be certified as true, correct
and complete by an appropriate officer of the Managing Member of
Borrower.


 


(xi)                    
Leasing Activity Reports.
Only if requested
by Lender and then
upon Lender's request,
leasing activity reports
for the Property
in a form acceptable
to Lender, which shall
be prepared and certified as
true, correct and complete by an
appropriate officer of
the Managing Member of Borrower.


 


		(xii)	Other Information. Within ten
(10) days after
request, such





    	11



    	 



    

further
detailed information covering
the Property and
the financial affairs of
any Loan Party
and/or any related
entity thereof, as
may be reasonably requested by Lender.


 


All
financial statements regarding
Borrower and Guarantor which
are delivered by Borrower
to Lender pursuant to
this Section 5.9(b)
shall be submitted
by Borrower to Lender
in one of the following
four (4) methods:


 


	Email:	financial@pncbank.com	 	Fax:	
        913-253-9813

        (Please use the “fine” quality setting when
        faxing)

	 	 	 	 	 
	Regular Mail	 	Overnight Mail
	 	
        PNC Bank, NA

        Attn: Credit Administration

        PO Box 25964

        Shawnee Mission, KS 66225-5964
	 	 	
        PNC Bank, NA

        Attn: Credit Administration

        10851 Mastin, Suite 300

        Overland Park, KS 66210

        913-253-9000



 


Any
default, breach or
violation of this
Section 5.9(b) which
continues after fifteen
(15) days' notice from
Lender of such
default, breach or violation shall be an Event of Default (without any further notice, grace
or cure period)."


 


(1)The
addresses contained in
Section 8.8 of
the Loan Agreement
captioned,


"Notices"
are hereby
amended and restated
to read as
follows:


 


If
to Borrower:





IREIT
Branson Hills, L.L.C.


c/o
Inland Real Estate
Income Trust, Inc.


2901
Butterfield Road


Oak
Brook, Illinois 60523 Attn: President


 


with a copy to:


 


The
Inland Real Estate
Group, Inc.


2901 Butterfield
Road


Oak
Brook, Illinois 60523


Attn: Robert
Baum, Esq., General
Counsel


 


If to Lender:


 


PNC
Bank, National Association


One
North Franklin Street,
Suite 2150


Chicago, Illinois
60606


Attn: Joel
G. Dalson, Senior
Vice President


 


with a copy to:


 


Robbins,
Salomon &
Patt, Ltd.


180
North LaSalle Street,
Suite 3300


Chicago,
Illinois 60601


Attn: Andrew
M. Sachs, Esq.


 


(m)The
legal description of the Property is hereby
amended to include the New Additional Property and therefore, Exhibit B captioned, "Legal Description" is




    	12



    	 



    

hereby
amended and restated as provided in Exhibit "A" attached
hereto and incorporated herein by
this reference.


 


8.              
Amendment of
the Guaranty. Effective
on the Effective
Date, the following paragraph
is hereby added
as a new
Paragraph 29 to the Guaranty:


 


"29.Further
Limitation of Liability
of this
Guaranty .
Guarantor shall
be liable under the
terms of this
Guaranty from the
date of this Guaranty through
and including December 14,
2014. Effective on December 15, 2014 (the "Effective Date"),
INLAND REAL ESTATE INCOME TRUST, INC., a Maryland


corporation
(the "Replacement Guarantor")
is executing and
delivering a Replacement Guaranty
of Payment and
Performance dated as of the Effective Date
in favor of
Lender in order to guarantee the repayment
and performance of the Obligations
commencing on the Effective Date
and continuing for all times thereafter until
the Replacement Guaranty of Payment
and Performance is satisfied pursuant to the terms thereof."


 


9.              
Amendment of
Loan Agreement and all
Loan Documents. Effective
on the Effective Date,
the Loan
Agreement and all
other Loan Documents are
hereby amended to reflect that the Borrower is IREIT Branson Hills, L.L.C., a
Delaware limited liability company and replaces
KRG Branson Hills, LLC as the Borrower commencing
on the Effective Date and continuing at
all times thereafter. Effective on the Effective
Date, all of the Loan Documents are hereby amended to reflect that the Replacement
Guarantor and the Replacement Guaranty
replace the Guarantor and the Guaranty respectively commencing on the Effective Date
and continuing at all times thereafter until
the Replacement Guaranty is satisfied in accordance with the terms thereof..
Effective on the Effective Date, all references in
the Loan Documents to the Note shall hereafter be deemed to
be the Note, as amended, increased,
restated and replaced by the First Amended
and Restated Note. Effective on the Effective Date, the
legal description of the Property contained in the Loan Documents is hereby amended
to include the New Additional Parcel and therefore,
the legal description of the
Property contained in the Loan Documents
is hereby amended and restated to read
as contained in Exhibit "A" to this Agreement.


 


10.           
Assumption and
Extension Fee. Contemporaneous
with the execution of
this Agreement, Replacement Borrower
shall pay an
assumption fee and
extension of 0.20% (20 bps) of the Loan to Lender
in the amount of FORTY THOUSAND FOUR HUNDRED EIGHTY AND NO/100 DOLLARS ($40,480.00)
(the "Assumption and Extension Fee").
The Assumption and Extension Fee shall be deemed fully
earned as of the date of this Agreement. The Assumption and Extension
Fee shall not be refundable for any reason.


 


11.          
Lender's Conditions
Precedent. Lender's execution
of this Agreement and consent
to the Sale
of the Property
to the Replacement Borrower subject
to the Mortgage, the Assignment
of Rents and Leases and the Lender's security interests therein,
and the Replacement Borrower's assumption of the Loan
and the liabilities and obligations of the Borrower under the Loan Documents
as provided in Paragraph 5 hereof and the assumption by
the Replacement Guarantor of the Guarantor's
liabilities and obligations under
the Guaranty and under the Environmental
Indemnity as provided in Paragraph 6 hereof and to amend the Loan Agreement
and the Loan Documents as set forth in this
Agreement are expressly conditioned upon
receipt




    	13



    	 



    

by
Lender contemporaneous with the
execution of this
Agreement of all
of the following payments
and documents in
a form and content acceptable to
Lender except for those documents provided for in Paragraphs 11(m) and 11(n)
to be delivered when provided therein
(collectively, the "Lender's Conditions Precedent"):


 


(a)               
The full execution
and delivery of
this Agreement by
the Loan Parties to
Lender;


 


(b)              
The execution and
delivery of the
First Amended and Restated Note by the
Replacement Borrower made
payable to the
order of the Lender;


 


(c)               
The execution and delivery of
the Replacement Guaranty
by the Replacement Guarantor to
Lender;


 


(d)              
The full execution
and delivery of
that certain Assumption
and Second Deed of
Trust and Assignment
of Rents and Leases Modification Agreement
executed by and between Replacement Borrower and Lender which amends the Mortgagor
and the Assignor to be the Replacement Borrower, amends the Maturity
Date and amends the Permitted Transfer
language contained in the Mortgage as requested by
the Replacement Borrower and the Replacement Guarantor (the "Second
Mortgage and Assignment of Rents and Leases Modification");


 


(e)               
Lender must obtain
a current appraisal
of the Property
and the New Additional
Property at Borrower's
expense which reflects
that the outstanding principal balance
of the Loan to be assumed by the Replacement Borrower must have a maximum fifty-five
percent (55%) loan to value of the Property and the New Additional Property based
on the "As-Is" value per the updated Appraisal which
must be acceptable to Lender;


 


(f)
Delivery to Lender of
a title date
down endorsement to
Lender's Loan Title Insurance
Policy obtained at
Replacement Borrower's expense
insuring the Replacement Borrower is in fee simple title to the Property and
insuring Lender's Mortgage, as previously amended and
as amended by the Second Mortgage
and Assignment of Rents and Leases Modification as a valid first mortgage
lien on the Property and showing
no exceptions thereto other than Permitted
Exceptions and insuring that all endorsements to Lender's Title Insurance Policy are
brought forward currently through the recording date
of the Second Mortgage and Assignment of Rents
and Leases Modification;


 


(g)               
UCC Financing Statements
for the Replacement Borrower
to be filed and recorded
in the applicable
jurisdictions;


 


(h)               
The execution and
delivery to Lender of
the Organizational Documents of
the Replacement Borrower
as provided in
Subparagraph (q)
of Exhibit C of
the Loan Agreement, as certified by an officer of
the Sole Member of the Replacement Borrower;




    	14



    	 



    

(i)                
The execution
and delivery to
Lender of the
Organizational Documents for the
Replacement Guarantor as
provided in Subparagraph
(q) of Exhibit C of the Loan
Agreement, as certified by the applicable
officer of the Replacement Guarantor;


 


(j)                
The full
execution and delivery
of that certain
Assignment and Subordination of
the Property Management
Agreement executed by the Replacement
Borrower in favor of Lender pledging the new Property
Management Agreement to be entered into with Inland National
Real Estate Services, LLC, a Delaware limited liability company as
the new Property Manager  effective
upon the Sale (the "Assignment and Subordination of the Inland National Real
Estate Services, LLC Property Management Agreement");


 


(k)               
The full
execution and delivery
of that certain
Consent to Assignment and
Subordination of Management
Agreement and Estoppel
to be executed by Inland National Real Estate Services, LLC, a Delaware limited
liability company as the new Property Manager of
the Property effective upon the Sale (the "Inland
National Real Estate Services, LLC Consent to Assignment and
Subordination of Property Management Agreement and Estoppel");


 


(1)                        
A current Certificate
of Insurance of
the Replacement Borrower evidencing
all insurance coverages
on the Property
which shall be effective upon and
after the Sale which must comply with all of the insurance requirements of the
Loan Agreement and insuring Lender as a mortgagee
and additional insured;


 


(m)            
Borrower shall obtain
a Subordination, Attornment
and Non- Disturbance Agreement
and Tenant Estoppel
Certificate from Ulta
Salon, Cosmetics &
Fragrance, Inc. substantially in the forms provided for in
such Tenant's Lease at the Property and reasonably acceptable to Lender and deliver the same to Lender on or before February
16, 2015;


 


(n)               
Borrower shall obtain
a Tenant Estoppel
Certificate from Pier
One Imports, Inc. in
substantially in the
form provided for
in such Tenant's Lease and the Related Documents and
deliver the same
to Lender on or
before February 16, 2015;


 


(o)               
Borrower's and Guarantor's
Counsel Opinions in
the form as provided
for in the
Loan Agreement for
the Replacement Borrower
and Replacement Guarantor with respect to this Agreement, the Related Documents
and the assumptions provided for in such
documents;


 


(p)              
Delivery to Lender
of a current
ALTA Survey of
the Property and the
New Addition Property
obtained at Replacement
Borrower's expense conforming to the Survey requirements
in the Loan Agreement certified to lender;


 


(q)               
The execution and
delivery to Lender
of such other
documents as Lender shall reasonably require in connection with this Agreement
(such other




    	15



    	 



    

documents
together with the
documents provided for in
this Paragraph 11 above are
collectively referred to
herein as, the
"Related Documents");


 


(r)               
The payment
by the Replacement
Borrower of the
Assumption and Extension Fee
to Lender; and


 


(s)               
The payment by
the Replacement Borrower
of Lender's legal
fees and expenses in
connection with the
documentation, negotiation and
closing of this Agreement and all related documents as provided in
Paragraph 11 of this Agreement.


 


12.          
Additional Loan
Expenses. The Replacement
Borrower hereby covenants
and agrees to immediately
pay Lender upon
the execution and
closing of this
Agreement, all expenses, charges, costs and fees relating
to this Agreement, including, without
limitation, Lender's attorney's fees in connection with
the negotiation, documentation and closing of this Agreement and
all other expenses, charges, costs and
fees referred to or necessitated by the terms of this Agreement (collectively,
the "Additional Loan Expenses"). In the event the Additional
Loan Expenses are not paid to Lender upon the execution of
this Agreement, the Additional Loan Expenses shall bear interest from the date
of execution and closing of this Agreement until paid at the Default
Rate.


 


13.           
Representations and
Warranties. Each of
the Loan Parties
hereby represents and warrants
to Lender as
to itself as
follows:


 


(a)               
Each has full
power and authority
to execute and
deliver this Agreement and
all Related Documents,
and to perform
their respective obligations hereunder and thereunder;


 


(b)              
Upon the execution
and delivery of
this Agreement and
all Related Documents, all
such documents to
which a Loan
Party is a party thereto, shall be valid,
binding and enforceable upon each Loan Party in accordance with
its respective terms, subject to applicable
bankruptcy, insolvency and
similar laws affecting creditor's rights generally and subject, as to enforceability,
to general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law);


 


(c)               
The execution, delivery
and performance of
this Agreement and
all Related Documents to
which the Replacement
Borrower is a
party have been duly authorized by
all necessary limited liability
company action for and on behalf of the Replacement Borrower. All entities and
persons signing this Agreement and all Related Documents to which the Replacement
Borrower is a party have the appropriate legal authority for the
Replacement Borrower to sign said documents
for and on behalf of the Replacement Borrower
as the legal, valid and binding obligations
of the Replacement Borrower, subject to
applicable bankruptcy, insolvency and similar
laws affecting creditor's rights generally and subject,
as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or
at law);




    	16



    	 



    

(d)               
The execution,
delivery and performance
of this Agreement
and all Related Documents
to which the
Replacement Guarantor is
a party has been duly authorized by all necessary corporate action for
and on behalf of the Replacement Guarantor. All entities and persons signing
this Agreement and all Related Documents to which the Replacement Guaranty is a party have
the appropriate legal authority for the Replacement Guarantor to sign said documents for and
on behalf of the Replacement Guarantor as the legal, valid and binding obligations of
the Replacement Guarantor, subject
to applicable bankruptcy, insolvency and similar laws affecting creditor's rights
generally and subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in
a proceeding in equity or at law);


 


(e)               
The execution,
delivery and performance
of this Agreement has been
duly authorized by
all necessary limited
partnership action for
and on behalf of Guarantor. All entities and persons
signing this Agreement have the appropriate legal authority
for the Guarantor to sign this Agreement
for and on behalf of the Guarantor as the legal, valid and
binding obligations of the Guarantor, subject
to applicable bankruptcy, insolvency and similar laws affecting creditor's rights generally
and subject, as to enforceability, to
general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at
law);


 


(f)                
The execution,
delivery and performance
of this Agreement
has been duly authorized
by all limited
liability company action
for and on
behalf of Borrower. All entities and
persons signing this Agreement have the appropriate legal authority for the Borrower
to sign this Agreement for and on behalf of the Borrower as the
legal, valid and binding obligations
of the Borrower, subject to applicable bankruptcy, insolvency and similar laws affecting creditor's
rights generally and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or at
law);


 


(g)               
The execution,
delivery and performance
of this Agreement
and all Related Documents
to which a
Loan Party is
a party does
not and will not contravene, conflict
with, violate or constitute a default under any agreement or any applicable
law, rule, regulation, judgment, decree or order, or any
agreement, indenture or instrument to which
any Loan Party is a party
or by which any Loan Party is bound except for such violations that individually
or in the aggregate would not have a material
adverse effect on any Loan Party or the ability
of any of them to perform their respective
obligations hereunder and under all related documents;


 


(h)               
There is
not any condition,
event or circumstance
existing, or any litigation,
arbitration, governmental or
administrative proceedings, investigations,
actions, examinations, claims
or demands pending, or to any Loan
Party's knowledge, threatened, affecting any Loan Party, which
could prevent any of them from complying with or performing
their respective obligations under
the Loan Documents, as previously amended
and as amended by this Agreement and by the


new
loan documents provided for
in Paragraph 11
of this Agreement,
within the time limits
set forth herein for
such compliance or performance;


 



    	17



    	 



    




(i)                
There have been
no changes to
the Operating Agreement
or the Articles of
Formation of the
Borrower, since they were last delivered
and/or certified to Lender as of August 26, 2014 in connection with the amendment of the
Borrower's name following the Merger effective as of August 14, 2014
and the Operating Agreement and the Articles of
Formation of the Borrower as so last delivered and/or
certified to Lender remain in full force and effect as of the date
of this Agreement; and


 


(j)
There have been
no changes to the Amended and Restated Agreement of
Limited Partnership or
the Certificate of
Limited Partnership of
the Guarantor, since they were
last delivered and/or certified to
Lender in connection with the Merger and the
Consent to Merger, Assumption and First Loan Modification closings effective
as of July 1, 2014 and the Amended and Restated Agreement of Limited Partnership and
the Certificate of Limited Partnership of the Guarantor
as so last delivered and/or certified to
Lender, remain in full force and effect
as of the date of this Agreement.


 


14.           
Amendment/Reaffirmation of
Loan Documents. Except as previously amended and
as amended by
the terms of
this Agreement and
by the new
Loan Documents provided for in Paragraph
11 hereof, the terms and conditions
of the Loan Agreement and the other
Loan Documents shall be and remain in full force
and effect and shall continue to govern the rights
and obligations of the parties. The
Loan Parties hereby restate, remake and reaffirm any
and all covenants, representations and warranties contained in the Loan Documents to which each is a party, as
if all such instruments had been executed as of the
date hereof.


 


15.         
No Defenses, Counterclaims.
Each of the Loan
Parties hereby represents and warrants to, and covenants with, Lender as to
itself that as of the date hereof: (a) each Loan Party has no defenses, offsets or counterclaims of any kind or nature whatsoever
against Lender with respect to
the Loan or
any of the
Loan Documents, or
any action previously taken or
not taken by Lender
with respect thereto or with respect
to any security interest, encumbrance, lien or collateral in connection therewith to
secure the liabilities of each Loan
Party; and (b) that Lender has fully performed
all obligations to each
Loan Party which it may have had or
has on and of the date hereof.


 


16.           
General Release.
In consideration of
Lender entering into
this Agreement and consenting
to the Sale
of the Property to
the Replacement Borrower and
providing for the Loan Parties' Request, and for good and valuable consideration,
the receipt and sufficiency of
which are hereby acknowledged, Borrower, Guarantor, Replacement Borrower and Replacement Guarantor for: (i) themselves,
(ii) any parent, affiliate or subsidiary thereof, (iii) any partnership or joint venture
of which any person or entity comprising such person (or any parent, affiliate or subsidiary thereof) is a partner, and (iv)
the respective partners, members, officers, directors, shareholders, heirs,
legal representatives, legatees, successors
and assigns of all of the foregoing persons
and entities, hereby release and forever discharge Lender, its
past, present and future shareholders, successors, assigns, officers, directors, agents, attorneys and employees together




    	18



    	 



    

with
their respective heirs,
legal representatives, legatees,
successors and assigns
of and from
all actions, claims, demands,
damages, debts, losses,
liabilities, indebtedness, causes
of action either at law or in equity and of whatever
kind or nature, whether known or
unknown, direct or indirect, existing as of the
date of this Agreement, by reason of
any matter, cause or thing whatsoever arising out
of or relating to the transactions which are the
subject of this Agreement.


 


(a)                       
It is acknowledged
that Borrower, Guarantor,
Replacement Borrower and Replacement
Guarantor have read
the General Release
provisions of this Paragraph
16 and consulted legal counsel before executing same;
that Borrower, Guarantor, Replacement Borrower and Replacement Guarantor have relied upon their own judgment and that of
their legal counsel in executing the General Release provisions of this Paragraph 16
and have not relied on or been induced by any representation, statement or act by any
other party referenced to herein which is not referred to in this instrument; that Borrower,
Guarantor, Replacement Borrower and Replacement Guarantor enter into the General Release provisions of this Paragraph
16 voluntarily,
with full knowledge of its significance; and that the General Release provisions of this Paragraph
16 are in all respects complete and final.


 


(b)                      
If any term
or provision of
the General Release
contained herein or the
application thereof to
any person, entity
or circumstance shall, to any extent, be held invalid
and/or unenforceable by a court of competent jurisdiction, the remainder
of the General Release contained herein,
or the application of such term or
provisions to persons, entities or circumstances other than
those as to which it is held invalid or unenforceable
shall not be affected thereby, and each term and provision of the General
Release contained herein shall
be valid and
be enforced to the fullest extent
permitted by law.


 


17.                 
No Custom. This Agreement shall not establish a custom or waive, limit or condition
the rights and remedies of Lender under the Loan Documents, all of which rights and remedies are expressly reserved. 


 


18.                 
Reaffirmation of Loan Documents, No Novation.
Except as previously amended and
as may be
expressly set forth
herein and in
the new Loan
Documents provided for in
Paragraph 11 hereof,
the Loan Documents remain unmodified,
and all other terms
and conditions thereof remain in full force and effect. Notwithstanding anything
to the contrary contained herein or in the new
Loan Documents provided for in Paragraph
11 hereof, the Loan Parties and
Lender expressly state, declare and
acknowledge that each of this Agreement and/or the new Loan Documents provided
for in Paragraph 11 of
this Agreement, is intended only to
modify each Loan Party's continuing obligations in the manner set forth herein, and is not intended as
a novation of any and
all amounts presently due
and owing from any Loan Party to Lender.


 


19.                  
Event of
Default. Each of
the Loan Parties
hereby acknowledges and
agrees that a breach
by any one
of them of
any term, provision,
covenant or condition herein set forth or herein required of any of
the Loan Parties, to be kept or performed, and
which is not kept or performed pursuant
to the terms hereof, shall constitute an Event of Default under the Loan




    	19



    	 



    

Documents
if said Event
of Default is
not cured within
any applicable cure
or grace period provided
for in the Loan Documents.


 


20.                   
Captions/Counterparts. The
captions used herein
are for convenience
of reference only and
shall not be
deemed to limit or affect
the construction and interpretation of the terms of this Agreement. This Agreement
may be executed in any number of
counterparts, all of which shall be taken to be one
and the same instrument, with the same
effect as if all parties had signed the
same signature page.


 


(SIGNATURE
PAGE IMMEDIATELY FOLLOWS)



    	 



    	 



    




IN
WITNESS WHEREOF, Borrower,
Guarantor, Replacement Borrower,
Replacement Guarantor and Lender
have duly authorized
and executed this
Consent to Sale,
Assumptions and Second
Loan Modification Agreement as of
the date first above written .


 


	
        BORROWER:

         

        KRG BRANSON HILLS, LLC,

        a Delaware limited liability company
	 	
        REPLACEMENT GUARANTOR:

         

        INLAND REAL ESTATE INCOME 

        TRUST, INC.,

        a Maryland corporation

	 	 	 	 	 
	By:	/s/ Daniel R. Sink	 	By:	/s/ David Z. Lichterman
	Name:	Daniel R. Sink	 	Name:	David Z. Lichterman
	Its:	
        Executive Vice President and

        Chief Financial Officer
	 	Its:	Vice President, Treasurer & CAO
	 	 	 	 	 
	 	 	 	 	 
	
        GUARANTOR:

         

        KITE REALTY GROUP, L.P.,

        a Delaware limited Partnership
	 	
        LENDER:

         

        PNC BANK, NATIONAL ASSOCIATION,

        a national banking association

	 	 	 	 	 
	By:	/s/ Daniel R. Sink	 	By:	/s/ Joel G. Dalson
	Name:	Daniel R. Sink	 	Name:	Joel G. Dalson
	Its:	
        Executive Vice-President and

        Chief Financial Officer
	 	Its:	Senior Vice-President
	 	 	 	 	 
	 	 	 	 	 
	
        REPLACEMENT BORROWER:

         

        IREIT BRANSON HILLS, 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	 	 	 
	Its:	Vice President, Treasurer & CAO	 	 	 


 


 


 


 


 


Execution
Page to Consent
to Sale, Assumptions



and Second Loan Modification
Agreement


 




    	 



    	 



    

STATE
OF INDIANA)


)
ss.


COUNTY
OF MARION)


 


The
undersigned, a Notary
Public in and
for the said
County, in the
State aforesaid, DO HEREBY
CERTIFY that DANIEL
R. SINK, the Executive
Vice-President and Chief Financial
Officer of KRG BRANSON HILLS, LLC, a Delaware limited liability company, who is personally known to me to be the same person
whose name is subscribed to the foregoing instrument as such Executive Vice-President
and Chief Financial Officer, appeared before me this day
in person and acknowledged that he
signed and delivered the said
instrument as his own free and voluntary
act and as the free and voluntary act of
KRG BRANSON HILLS, LLC for the uses
and purposes therein
set forth.


 


GIVEN
under my hand and notarial seal this 11th day of December, 2014.


 


	
        Notary Stamp:

        Stacey D. Teeters

        Notary Public, State of Indiana

        Madison County

        Commission # 633648

        My Commission Expires

        April 14, 2020
	
        /s/ Stacy D. Teeters

        Notary Public

         

        My Commission Expires: April 14, 2020



 


 


 


 


 


 


 


 


Notary Page to Consent to Sale, Assumptions
and


Second Loan Modification Agreement




    	 



    	 



    

 


STATE
OF INDIANA)


)
ss.


COUNTY
OF MARION)


 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that DANIEL R. SINK, the
Executive Vice-President and Chief Financial Officer of KITE REALTY GROUP TRUST, a Maryland real estate investment trust
which is the General Partner of KITE REALTY GROUP, L.P., a Delaware limited liability company, who is personally
known to me to be the same person whose name is subscribed to the foregoing instrument as such Executive Vice-President and Chief
Financial Officer, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his
own free and voluntary act and as the free and voluntary act of KITE REALTY GROUP, L.P. and as the free and voluntary act
of KITE REALTY GROUP, L.P. for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this 11th day of December, 2014.


 


	
        Notary Stamp:

        Stacey D. Teeters

        Notary Public, State of Indiana

        Madison County

        Commission # 633648

        My Commission Expires

        April 14, 2020
	
        /s/ Stacy D. Teeters

        Notary Public

         

        My Commission Expires: April 14, 2020



 


 


 


 


 


 


 


 


Notary Page to Consent to Sale, Assumptions
and


Second Loan Modification Agreement




    	 



    	 



    

 


STATE
OF ILLINOIS)


)
ss.


COUNTY
OF DUPAGE)


 


I
Susan Metzler, a Notary Public, in and for the residing in said County, in the State aforesaid, DO HEREBY CERTIFY that David
Z. Lichterman, the VP, Treasurer and CAO of INLAND REAL ESTATE INCOME TRUST, INC., a Maryland corporation, which is
the Sole Member of IREIT BRANSON HILLS, L.L.C., a Delaware limited liability company, who is personally known to me to be
the same person whose name is subscribed to the foregoing instrument as such VP, Treasurer and CAO appeared before me this day
in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the
free and voluntary act of said INLAND REAL ESTATE INCOME TRUST, INC., as the Sole Member of and on behalf of IREIT BRANSON HILLS,
L.L.C. and as the free and voluntary act of IREIT BRANSON HILLS, L.L.C. for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this 11th day of December, 2014.


 


	
        Notary Stamp:

        SUSAN METZLER

        Notary Public, State of Illinois

        My Commission Expires

        May 5, 2015
	
        /s/ Susan Metzler

        Notary Public

         



 


 


 


 


 


 


 


 


Notary Page to Consent to Sale, Assumptions
and


Second Loan Modification Agreement




    	 



    	 



    

 


 


STATE
OF ILLINOIS)


)
ss.


COUNTY
OF DUPAGE)


 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that David Z. Lichterman,
the VP, Treasurer and CAO of INLAND REAL ESTATE INCOME TRUST, INC., a Maryland corporation, who is personally known to me
to be the same person whose name is subscribed to the foregoing instrument as such VP, Treasurer and CAO appeared before me this
day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as
the free and voluntary act of said INLAND REAL ESTATE INCOME TRUST, INC. for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this 11th day of December, 2014.


 


	
        Notary Stamp:

        SUSAN METZLER

        Notary Public, State of Illinois

        My Commission Expires

        May 5, 2015
	
        /s/ Susan Metzler

        Notary Public

         



 


 


 


 


 


 


 


 


Notary Page to Consent to Sale, Assumptions
and


Second Loan Modification Agreement




    	 



    	 



    

 


STATE
OF ILLINOIS)


)
ss.


COUNTY
OF COOK)


 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Joel G. Dalson,
a Senior Vice-President of PNC BANK, NATIONAL ASSOCIATION, a national banking association, who is personally known to me
to be the same person whose name is subscribed to the foregoing instrument as such Senior Vice-President appeared before me this
day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act and as the free
and voluntary act of said Bank for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this 12th day of December, 2014.


 


	
        Notary Stamp:

        RACHEL D BOOKER

        Notary Public, State of Illinois

        My Commission Expires

        August, 20, 2016
	
        /s/ Rachel D. Booker

        Notary Public

         

        My Commission Expires: 8/20/16



 


 


 


 


 


 


 


 


Notary Page to Consent to Sale, Assumptions
and


Second Loan Modification Agreement




    	 



    	 



    

 


EXHIBIT
"A"


 


AMENDED
AND RESTATED


LEGAL
DESCRIPTION OF THE
PROPERTY


 


Tract
1:


INTENTIONALLY
 DELETED


 


Tract
2:


Lot
6, of The
Shoppes at Branson
Hills, a subdivision
as per the
recorded plat thereof,
Plat Book/Slide I, Pages
235-240, Taney County, Missouri.


 


Lot
4A and Lot 4B, of
the Administrative Replat
of Lot 4,
The Shoppes at
Branson Hills, a subdivision
as per the
recorded plat thereof,
Plat Book/Slide J
Pages 723-724, Taney
County, Missouri.


 


Outlots
1, 2, 4
and 7 of
The Shoppes at
Branson Hills, a
subdivision as per
the recorded plat thereof,
Plat Book/Slide I, Pages 235-240, Taney County, Missouri.


 


Outlot
6A, of the
Replat of Outlots
5 and 6
of the The
Shoppes at Branson
Hills, a subdivision
as per the recorded plat thereof, Plat Book/Slide J,
Page 722, Taney County, Missouri.


 


Together
with the non-exclusive
easements appurtenant as
established by the
Master Declaration of Covenants,
Conditions, Restrictions, and
Easements as recorded August 12, 1992 in
Book 316 Page 5271, as amended by the instruments
recorded in Book 451 Page 3049, Book 456 Page 5424,
Book 491 Page 8888, Document No. 2007L29180, Document
No. 2010L07296.


 


Together
with the non-exclusive
easements appurtenant as
established by the 
terms  and provisions of
the Easements with
Covenants and Restrictions
Affecting Land ("ECR")
recorded November 22, 2006 in Book 503 Page- 7281,
and the First Amendment to Easements - with
Covenants and Restrictions
Affecting Land recorded May 31,2007 as Document No. 2007L29179.


 


Together
with the non-exclusive
easement for pedestrian
and vehicular access
and for parking
as more particularly described
within that certain
Shared Drive Easement Agreement dated August 12,2010
and recorded August 30,2010 as Document No. 2010L37363.


 


Together
with the non-exclusive
easement for vehicular
and pedestrian ingress 
and  egress as more
particularly described by
that certain Shared Driveway Easement
Agreement  dated February 28, 2012 and Recorded March 01, 2012
as Document No. 2012L07688.


 


Tract
3:


 


Lot
3, Branson Hills
Plaza, a subdivision
as per the
recorded plat thereof,
Plat Book Slide
H, pages 286-287, Taney County, Missouri.


 




    	 



    	 



    

 


Lot
5A, Replat of
Lots 4 &
5 of Branson
Hills Plaza and
Lot 6A of
Amended Plat of
Lots 6 and 7A
of Branson Hills Plaza, a subdivision as per the recorded plat thereof, Plat Book 
Slide J, pages 375-376, Taney County, Missouri.


 


Lot
6B, Replat of
Lots 4 &
5 of Branson Hills
Plaza and Lot
6A of Amended
Plat of Lots
6 and 7A of Branson Hills Plaza, a
subdivision as per the recorded plat
thereof, Plat Book Slide J, pages 375-376,
Taney County, Missouri.


 


Lot
7B, in Amended
of Lots 6
and 7A,
Branson Hills Plaza,
a subdivision as per
the recorded plat thereof, Plat Book Slide
I, page 789, Taney County, Missouri.


 


Lot
SA, Replat of
Lots 7 and
8 Branson Hills
Plaza, a subdivision
as per the
recorded plat thereof, Plat Book Slide I,
page 285, Taney County, Missouri.


 


Together
with the non-exclusive easements
appurtenant as established
by the Master
Declaration of Covenants, Conditions,
Restrictions, and Easements
as recorded August 12, 1992 in Book 316
Page 5271, as amended by the instruments
recorded in Book 451 Page 3049, Book 456 Page 5424, Book 491
Page 8888, Document No. 2007L29180, Document No.
201OL07296.


 


Together
with the non-exclusive
easements appurtenant as established
by  the  terms 
and provisions of Operation
and Easement Agreement as recorded
March 4, 2005 in Book 460 Page 2326.