Exhibit 10.10


 


Loan
No: 94-0960131


GUARANTY OF
RECOURSE OBLIGATIONS OF BORROWER


(HARVEST
SQUARE)


 


THIS
GUARANTY OF RECOURSE OBLIGATIONS
OF BORROWER (as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time, this (“Guaranty”) is made as of this 15th
day of December, 2014 in favor of PNC BANK NATIONAL ASSOCIAITON, a national banking association, having an address at 10851 Mastin,
Overland Park, KS
66210 (together with
its successors and/or
assigns, "Lender") by INLAND
REAL ESTATE INCOME
TRUST, INC., a Maryland corporation, having its principal place of business
at 2901 Butterfield Road, Oak Brook, IL 60523 ("Guarantor").


 


BACKGROUND


 


A.             
Contemporaneously herewith, IREIT
HARVEST SQUARE, L.L.C.,
a Delaware limited liability
company ("Borrower") is
assuming a loan
("Loan") in the
maximum principal amount of $6,800,000.00,
which Loan is evidenced by, among other documents, that certain Loan Agreement dated December 12, 2011, made by KRG HARVEST SQUARE,
LLC, a Delaware limited liability company
f/k/a INLAND DIVERSIFIED HARVEST SQUARE, L.L.C., a Delaware limited liability company
("Original Borrower"), and Lender (together with all renewals,
modifications, and amendments thereof in
writing between the parties thereto, the
"Loan Agreement"). The Loan will be evidenced by, inter alia,
the Note and the Security Instrument


 


B.             
Borrower is assuming
the Loan pursuant
to that certain
Consent and Assumption Agreement
with Limited Release,
dated as of
even date herewith,
by and among Original Borrower, Inland Diversified
Real Estate Trust, Inc., Borrower, Guarantor,
and Lender (the "Assumption Agreement"). The term "Loan Documents"
shall have the meaning set forth in the Assumption Agreement and shall include, without
limitation, the Assumption Agreement and
the other New Loan Documents (as defined in
the Assumption Agreement).


 


C.             
Lender is not
willing to consent
to Borrower's assumption
of the Loan
unless Guarantor unconditionally guarantees
for the benefit
of Lender all obligations and liabilities
of Borrower with respect to the Loan arising from and after the date hereof for which Borrower
is personally liable.


 


D.            
Guarantor owns a
direct or indirect
interest in Borrower
and will derive substantial
benefit from Lender's
consenting to the
assumption of the Loan.


 


NOW,
THEREFORE, to induce
Lender to consent
to the assumption
of the Loan,
and in consideration of
the substantial benefit Guarantor will
derive from the assumption of the Loan,
and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged,
and intending to be legally bound
hereby, Guarantor hereby agrees as
follows:


 







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ARTICLE
1. DEFINED TERMS


 


1.01.
Defined Terms. Capitalized
terms used in
this Guaranty and not specifically
defined in this
Guaranty have the
meaning provided in the
Loan Agreement. As used herein,
the following terms shall have the
following meanings:


 


"Guaranteed
Obligations" shall mean
(i) all obligations
and liabilities of
Borrower to Lender for any
loss, damage, cost,
expense, liability, claim or other obligation incurred by Lender
(including attorneys' fees and costs
reasonably incurred) arising out of
or in connection with any of the matters set
forth in Section 11.3(a) of the Loan Agreement based
on any act or omission occurring
from and after the date
hereof, (ii) the entire amount of the Debt
upon the occurrence after the date hereof
of any of the matters or events specified
in Section 11.3(b) of the Loan Agreement, and
(iii) all amounts due under
Section 3.03 of this Guaranty.


 


"Guarantor
Claims" shall mean
all debts and
liabilities of Borrower
to any Guarantor, together
with interest thereon,
whether such debts and liabilities now
exist or are hereafter incurred or arise, or whether such obligations of Borrower
thereon be direct, contingent, primary, secondary,
several, joint and several, or otherwise, and irrespective of whether such debts or
liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person
in whose favor such debts and liabilities may, at their inception, have been,
or may hereafter be created, or the manner
in which they have
been or may hereafter be created.
Guarantor Claims shall include without limitation all
rights and claims of any
Guarantor against Borrower (arising as a result of subrogation or
otherwise) as a result of Guarantor's payment of all or any portion
of the Guaranteed Obligations.


 


ARTICLE 2.
OBLIGATION GUARANTEED


 


2.1.         
Guaranty of Guaranteed
Obligations. Each Guarantor absolutely,
irrevocably and unconditionally, guarantees
to Lender the
prompt and unconditional payment
and performance of the Guaranteed
Obligations as and when
the same shall be due and payable, whether by lapse of time,
by acceleration of maturity
or otherwise. Each Guarantor
hereby irrevocably and unconditionally covenants and agrees that it is liable for
the Guaranteed Obligations as a primary
obligor.


 


2.2.         
Nature of Guaranty.
This Guaranty is
an irrevocable, absolute
and continuing guaranty of
payment and performance,
and not a
guaranty of collection.
This Guaranty may not be revoked by
any Guarantor and shall continue to be
effective with respect to any Guaranteed Obligations arising or
created after any attempted revocation by any
Guarantor. This Guaranty may be
enforced by Lender and any subsequent holder of the
Note (or any part thereof or interest therein) and shall not be discharged by
the assignment or negotiation of all or part of
the Note or the other Loan Documents. This
Guaranty shall remain in full force and effect
and will be discharged only
if and when
the Debt has been paid
in full, and the Other Obligations have been fully performed, without
regard to the validity, regularity or enforceability of
the Note, the Loan Agreement, or the other Loan
Documents; provided, however,
that notwithstanding any of the foregoing to the
contrary, this Guaranty
shall remain in full force and effect
for so long as any


 


 







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payment
hereunder may be
voided in bankruptcy
proceedings as a
preference or for
any other reason. Nothing
herein shall waive any right which Lender may have under Section 506(a), 506(b),
1111(b) or any other provisions of the Bankruptcy
Code to file a claim for the full amount of
the Debt or to require that
all Collateral shall continue to secure all of the
Debt in accordance with the Loan Documents.


 


2.3.         
Direct Action Against Guarantor.
Lender has the
right to demand
that each Guarantor pay,
in lawful money
of the United States of America, and
the right to require each Guarantor to comply with
and satisfy, its obligations and liabilities under this Guaranty, and shall have the right to proceed immediately
against any Guarantor with respect thereto, without being required
to (i) attempt recovery first from Borrower or any other Person, (ii) first
sue Borrower or any other
Person on the Note
or any other Loan Document,
or join Borrower or any other Person in any suit against any Guarantor, (iii)
demonstrate that the Collateral
for the Debt is inadequate security or that Lender has exercised (to any
degree) or exhausted
any of Lender's other rights and remedies
with respect to Borrower, any other Person, or any Collateral for
the Debt, (iv) mitigate damages
or take any action other action to reduce,
collect or enforce the Guaranteed Obligations, or (v) resort to any
other means of obtaining payment or performance of the Guaranteed Obligations.
Any such demand may be made at any time coincident with or after the time for
payment or performance of any of the Guaranteed Obligations. No liability
or obligation of any Guarantor hereunder
shall be reduced, discharged or released
because or by reason of any existing or
future offset, claim or defense of Borrower, or any other Person, against Lender or
against payment of the Guaranteed Obligations,
whether such offset, claim or defense arises in
connection with the Guaranteed
Obligations (or the transactions creating such obligations) or otherwise.


 


ARTICLE 3.


GENERAL
TERMS AND CONDITIONS


 


3.1.         
Payments; Interest on
Amounts Payable Hereunder.
Amounts payable to Lender
under this Guaranty
shall be immediately
due and payable on
Lender's written demand and
shall be paid without
reduction by set-off,
defense, counterclaim or cross-claim. Interest at the Default Rate shall accrue
on any judgment obtained by Lender in connection with the enforcement
or collection of amounts due under this Guaranty until such judgment is paid
in full. Lender may apply all money received by Lender to payment or reduction
of the Debt or reimbursement of Lender's expenses,
in such priority and proportions, and
at such time or times as Lender may elect.


 


3.2.         
Cumulative Remedies. Each
Guarantor hereby acknowledges
that, following the occurrence
and during the
continuance of an
Event of Default,
Lender is entitled to accelerate the Debt and exercise all other rights and
remedies as have been provided
to Lender under the other Loan Documents, by law or in
equity, including, without limitation enforcement of
this Guaranty. All rights and remedies
of Lender are cumulative and concurrent
and may be exercised separately and independently, concurrently or successively, or
together, in Lender's sole discretion and as
often as occasion therefor
shall arise. Lender's delay or failure
to accelerate the Debt or exercise any
other remedy upon
the occurrence of an Event
of Default shall not be deemed a
waiver of such right or remedy. No
partial exercise by Lender of any right or remedy will
preclude further exercise thereof. Notice or demand
given to any Guarantor in any instance


 







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will
not entitle any
Guarantor to notice
or demand in
similar or other
circumstances nor constitute Lender's
waiver of its right to take any future action in any circumstance without notice or
demand. Lender may release other
security for the Debt, may
release any party liable for the Debt, may grant extensions, renewals
or forbearances with respect thereto,
may accept a partial or past due payment or grant other
indulgences, or may apply any other security held by it to payment of the Debt,
in each case without prejudice to its rights under this Guaranty and without such action being
deemed an accord and satisfaction or a reinstatement of
the Debt. Lender will not be deemed as a
consequence of its delay or failure to act,
or any forbearances granted, to have
waived or be estopped from exercising any of its rights
or remedies.


 


3.3.         
Enforcement Costs. Each
Guarantor hereby agrees
to pay, with
or without notice or
demand, all costs
incurred by Lender in
collecting any amount payable under
this Guaranty or enforcing or
protecting its rights under this Guaranty, in each case
whether or not legal proceedings are
commenced. Such fees and expenses include, without limitation,
reasonable attorney's fees, fees for other hired
professionals, a reasonable assessment of the cost
of services performed by Lender's default management staff,
court fees, costs incurred in connection with pre-trial, trial and appellate
level proceedings (including discovery and expert
witnesses), costs incurred in post-judgment collection efforts or
in any bankruptcy proceeding. Amounts incurred by
Lender shall be immediately due
and payable, and shall bear
interest at the Default Rate
from the date of disbursement until
paid in full, if not paid in full
within five (5) Business Days after Lender's written demand for payment.


 


3.4.         
Unimpaired Liability. Each
Guarantor acknowledges and
agrees that all obligations
hereunder are and
shall be absolute
and unconditional under any
and all circumstances without regard to
the validity, regularity or enforceability
of any or all of the Loan Documents or the
existence of any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of a guarantor
or surety. Without limiting the foregoing, each Guarantor acknowledges and agrees that
its liability hereunder shall
in no way be released, diminished,
terminated, discharged, limited, reduced, impaired or otherwise adversely affected by
reason of any of the following (whether or not such
Guarantor has any knowledge or notice thereof),
and waives any common law, equitable,
statutory or other rights (including, without limitation, rights to notice)
which each Guarantor might otherwise
have as a result of or in connection
with any of the following:


 


(a)           
Borrower's lack of
authority or lawful
right to enter
into any of
the Loan Documents, or
the invalidity of
all or any part
of the Guaranteed Obligations, or any
of the Loan Documents, for any reason whatsoever, including, without
limitation, the fact that (i) the
Guaranteed Obligations, or any part thereof,
exceed the amount
permitted by law, (ii) the Guaranteed Obligations violate applicable
usury laws, (iii) Borrower has valid
defenses, claims or offsets (whether at law, in
equity or by agreement) which render the Guaranteed Obligations wholly
or partially uncollectible from Borrower other than payments made on the
Debt by Borrower, (iv) the creation, performance or repayment of the Guaranteed
Obligations (or the execution, delivery and performance
of any document or instrument representing part of the Guaranteed Obligations
or executed in connection with the Guaranteed
Obligations, or given to secure the repayment of
the Guaranteed Obligations) is illegal, uncollectible or unenforceable,
or (v) the Note, the Loan Agreement or any
of the other Loan Documents have
been forged or otherwise are irregular
or not genuine or authentic, it being agreed that each Guarantor shall


 


 




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remain
liable hereon regardless
of whether Borrower
or any other
Person be found
not liable on the
Guaranteed Obligations or any part thereof for any reason;


 


(b)            
any renewal, modification,
alteration, supplement, extension,
increase, consolidation, restatement, rearrangement,
adjustment, indulgence, forbearance
or compromise, waiver or
consent provided by
Lender with respect
to any of the Loan Documents
including, without limitation, approval of
a Transfer or the grant of extensions of
time for payment or performance;


 


(c)            
failure to record
any Loan Document
or to perfect
any security interest intended
to be provided
thereby or otherwise
to protect, secure or insure any Collateral for the Debt;


 


(d)           
Lender's failure to
exercise, or delay
in exercising, any
rights or remedies Lender
may have under
the Loan Documents
or under this
Guaranty;


 


(e)            
the release, surrender,
exchange, substitution, subordination,
deterioration, waste, loss or
impairment (including, without
limitation, negligent, willful,
unreasonable or unjustifiable impairment),
in whole or in
part, of any Collateral for the Debt or acceptance of additional
Collateral or any additional
guaranty or other assurance for all or
any part of the Debt or
the Guaranteed Obligations;


 


(f)            
any full or
partial release of the
liability of Borrower
on the Guaranteed Obligations,
or any part
thereof, or of any co-guarantors,
or any other Person now
or hereafter liable, in each case
whether by operation of
law, Lender's voluntary act, or
otherwise, whether directly or indirectly,
jointly, severally, or jointly and severally, to
pay, perform, guarantee or assure the payment or performance of the
Guaranteed Obligations, or any part
thereof, it being recognized, acknowledged
and agreed by each Guarantor that each Guarantor may be required to pay
and perform the Guaranteed Obligations in full
without assistance or support of
any other Person, and no Guarantor has been induced to enter into this Guaranty on the basis
of a contemplation, belief, understanding or agreement that other persons will
be liable to pay or perform the Guaranteed Obligations, or that
any Indemnified Party will look to any other Person to pay or perform the Guaranteed Obligations;


 


(g)           
the failure of
Lender or any
other Person to
exercise diligence or reasonable care
in the preservation,
protection, enforcement, sale
or other handling or treatment of all
or any part of the Collateral,
including any neglect, delay, omission,
failure or refusal of Lender (i) to take or prosecute any action for the collection
of any of the Guaranteed Obligations, or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute
to completion any action to foreclose
upon any Collateral, or (ii) to take or prosecute
any action in connection with any instrument or agreement evidencing or securing
all or any part of the Guaranteed Obligations;


 


(h)           
the fact that
any Collateral, security
interest or Lien
contemplated or intended to
be given, created
or granted as security for the payment
or performance of the Guaranteed
Obligations, or any part thereof, shall
not be properly perfected or
created, or shall prove to be unenforceable or subordinate to any other security
interest or Lien, it being


 


 





 




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recognized
and agreed by
each Guarantor that
no Guarantor is
entering into this
Guaranty in reliance on,
or in contemplation of the benefits of, the validity,
enforceability, collectibility or value of any Collateral for the Guaranteed Obligations;


 


(i)             
any Bankruptcy Action
involving or affecting
Borrower, a SPC
Party, any other guarantor
under the Loan
Documents, if any,
or Lender;


 


(j)
 the termination
or discharge of
the Security Instrument
or the exercise
of any power of
sale or any
foreclosure (judicial or otherwise) or
delivery or acceptance
of a deed in-lieu
of foreclosure;


 


(k)           
any existing or
future right of
offset, claim, counterclaim,
defense or other rights
which any Guarantor
may have against Borrower, any SPC Party, any
other guarantor under the Loan Documents,
if any, or Lender, whether in connection with the
Loan or any other transaction;


 


(I)             
any existing or
future right of
offset, claim, counterclaim,
defense or other rights
of Borrower against Lender
or any other Person, or against
payment of the Guaranteed Obligations, whether such rights arise in connection
with the Guaranteed Obligations (or the transactions
creating the Guaranteed Obligations) or otherwise, other than the payment of the Guaranteed
Obligations;


  


(m)         
the reorganization, merger or
consolidation of Borrower into
or with any other Person;


 


(n)           
any payment by
Borrower to Lender
is held to
constitute a preference under any
Creditors Rights Law,
or for any
reason Lender is required to refund
such payment or pay such amount to Borrower or any other
Person; or


 


(o)           
the accuracy or
inaccuracy of the
representations and warranties
made by Borrower in
any of the
Loan Documents; and any other action
taken or omitted to be taken with respect to the
Loan Documents, the Guaranteed Obligations, or the Collateral therefor, whether
or not such action or omission prejudices
any Guarantor or increases the likelihood that any Guarantor will be required to
pay the Guaranteed Obligations pursuant to
the terms hereof, it being the unambiguous
and unequivocal intention of each Guarantor
that each Guarantor shall be obligated to
pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance,
event, action, or omission whatsoever, whether
contemplated or uncontemplated, and whether or not otherwise particularly described herein which obligation shall be deemed satisfied
only upon the full and final payment and performance of the Guaranteed
Obligations.


 


3.5.         
Waivers. To the
fullest extent permitted
by law, each
Guarantor hereby waives and
relinquishes: (a) all
rights or claims of
right to cause
a marshalling of assets or to
cause Lender to proceed against any of the Collateral for the Debt before proceeding
under this Guaranty against it or any other guarantor
under the Loan Documents, if any; (b) all rights and remedies
accorded by applicable law to sureties or guarantors,
except any rights of subrogation and contribution (the exercise of which are
subject to the terms of this Guaranty); (c) the
right to assert a counterclaim, other than
a mandatory or compulsory counterclaim, in
any action or proceeding brought by or against
it; (d) notice of acceptance of this Guaranty
and of any action


 





 




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taken
or omitted in
reliance hereon; (e)
presentment for payment,
demand, protest, notice
of nonpayment or failure
to perform or observe, notice of intention to accelerate
the maturity of the Debt, notice of
acceleration of the maturity of the
Debt, or any other
proof, notice or demand to which it might otherwise be entitled with respect
to its obligations hereunder; and (t) all homestead or exemption
rights against the obligations hereunder and the benefits of any statutes of
limitation or repose.


 


3.6.         
Guarantor Bound by Judgment Against Borrower.
Each Guarantor agrees that it
shall be bound
conclusively, in any
jurisdiction, by the
judgment in any
action by Lender against Borrower
in connection with the Loan Documents (wherever
instituted) as if each Guarantor were a
party to such action even
if not so joined as a party.


 


3.7.               
Certain Consequences of
Borrower's Bankruptcy.


 


(a)                 
If Borrower shall be
subject to the
protection of any Creditors
Rights Law the effect
of which is to
prevent or delay Lender from taking
any remedial action against Borrower,
including the exercise of any option Lender has to accelerate and
declare the Debt immediately due and payable, Lender may, as against each Guarantor,
nevertheless declare the Debt due and payable and
enforce any or all
of its rights and remedies against
each Guarantor as provided herein.


 


(b)                 
Any payment made
on the Debt,
whether made by
Borrower or any Guarantor
or any other
Person, that is required to be refunded
or recovered from Lender as a preference or
a fraudulent transfer or is otherwise set-aside pursuant to
any Creditors Rights Law shall not be considered as a payment made on the Debt
or under this
Guaranty. Each Guarantor's liability under this Guaranty shall continue with
respect to any such payment, or be deemed
reinstated, with the same effect as
if such payment had
not been received by Lender, notwithstanding any notice of revocation of this
Guaranty prior to such
avoidance or recovery or payment
in full of the Debt, until such time as
all periods have expired within which Lender
could be required to return any amount paid at any time on account of the Guaranteed
Obligations.


 


(c)                  
Until payment in full
of the Debt
(including interest accruing
on the Note after
the commencement of
a proceeding by or against Borrower
under any Creditors Rights Law, which interest the parties agree remains
a claim that is prior and superior to
any claim of any Guarantor notwithstanding
any contrary practice, custom or ruling
in cases under the Bankruptcy Code or other
Creditors Rights Law generally), each Guarantor agrees
not to accept any payment or satisfaction of any Guarantor Claims
and hereby assigns all such Guarantor Claims to Lender,
including the right (but not the obligation) to
file proof of claim and to vote in any Bankruptcy Action, including the right
to vote on any plan of reorganization, liquidation
or other proposal for debt adjustment under any Creditors Rights
Law.


 


3.8.               
Subrogation and Contribution.
Each Guarantor agrees
that no payment
by it under this Guaranty
shall give rise
to (a) any rights
of subrogation against Borrower or
the Collateral for the Debt, or (b) any
rights of contribution against any other Person,
in each case unless and until Lender has received full
and indefeasible payment of the Debt and performance of
the Other Obligations. If the
deferral of such rights
shall be unenforceable for any
reason, each


 







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Guarantor
agrees that (a)
its rights of
subrogation shall be
junior and subordinate to
Lender's rights against Borrower
and the Collateral
for the Debt,
and (b) its rights of contribution against any other Person
shall be junior and subordinate
to Lender's rights against any other Person.


 


3.9.         
Subordination of Guarantor
Claims.


 


(a)            
Any Guarantor Claim
shall be and
hereby is deferred,
postponed and subordinated to
the prior payment
in full of
the Debt. Further,
each Guarantor agrees that should
such Guarantor receive any funds, payment,
claim, distribution, satisfaction or security for any Guarantor
Claim, the same shall
be delivered to Lender in
the form received (endorsed or assigned as may be appropriate) for
application on account of, or as security for, the Debt and until so delivered
to Lender, shall be held in trust for Lender
as security for the Debt, and agrees that
it shall have absolutely no dominion over the amount
of such funds, payments, claim, distribution,
satisfaction or security except
to pay or deliver the same to Lender,
and each Guarantor covenants to
promptly pay or
deliver the same to Lender.


 


(b)           
Each Guarantor agrees
that it shall
have no Liens
or security interests
upon Borrower's assets to
secure any Guarantor
Claim and, to the extent
that any such Lien or security interest
in Borrower's assets exists or shall hereafter be created or
attach for any reason, such Liens and security
interests are and shall
remain inferior and subordinate to the Liens and security interests of Lender
securing the Debt. Without the prior written consent of Lender, no Guarantor shall (i)
exercise or enforce any creditor's rights it
may have against Borrower, or (ii) foreclose, repossess, sequester or otherwise
take steps to institute any action or proceedings to enforce any
Liens or security interests on any
asset of Borrower.


 


(c)            
In the event
of any Bankruptcy
Action involving any
Guarantor as debtor, Lender
shall have the
right to prove
its claim in any
such Bankruptcy Action so as to establish
its rights hereunder and
receive directly from
the receiver, trustee or other
court custodian dividends and payments
which would otherwise be
payable upon Guarantor Claims. Each Guarantor hereby
assigns such dividends and payments to
Lender. Should Lender receive, for application against the Guaranteed Obligations,
any such dividend or
payment which is otherwise payable
to any Guarantor, and which, as between
Borrower and any such Guarantor, shall constitute
a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed
Obligations, Guarantor shall
be subrogated to the rights of
Lender to the
extent that such payments to Lender on any such Guarantor Claim
have contributed toward the liquidation
of the Guaranteed Obligations, and such subrogation
shall be with respect to that proportion of the Guaranteed Obligations which would have
been unpaid if Lender had not received
dividends or payments upon
such Guarantor Claim.


 


3.10.      
Lender Transferees; Secondary Market
Activities. Each Guarantor acknowledges
and agrees that
Lender, without notice
to any Guarantor
or any Guarantor's
prior consent, may assign all or any portion of
its rights hereunder in connection with any
sale or assignment of the Loan or
servicing rights related to the Loan, each
grant of participations in or syndication of the Loan, a transfer
of the Loan as
part of a Securitization in which
Lender assigns its rights to a securitization trustee, or a contract for the servicing of the Loan, and that each
such assignee, participant or servicer
shall be entitled to exercise all
of Lender's rights and remedies
hereunder. Each Guarantor further acknowledges
that Lender may provide to third parties with


 







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an
existing or prospective
interest in the
servicing, enforcement, ownership, purchase, participation
or Securitization of
the Loan, including,
without limitation, any Rating Agency
rating the Securities issued in respect
of a Securitization or participation of
the Loan, and any entity maintaining databases on the underwriting and
performance of commercial mortgage loans, any and all information which
Lender now has or may hereafter acquire
relating to the Loan, the Property or
with respect to Borrower or any Guarantor, as Lender determines necessary or
desirable. Each Guarantor irrevocably waives all rights
it may have under applicable law, if
any, to prohibit such disclosure,
including, without limitation, any
right of privacy.


 


3.11.      
Financial Reports, Inspection
of Records. Each
Guarantor agrees to
furnish to Lender all
financial reports required
to be provided
by Borrower and any Guarantor
to Lender in accordance with, and at
the times specified in, Section 5.10 of the Loan Agreement.


 


3.12.      
ERISA. (a)No Guarantor
shall engage in
any Prohibited Transaction
or Prohibited Governmental Transaction
subjecting Lender to
liability for a
violation of ERISA, the Code a state
statue or other similar law.


 


(b)        
Each Guarantor further
covenants and agrees
to deliver to
Lender such certifications or
other evidence from
time to time throughout
the term of the Loan, as requested by Lender,
that (i) such Guarantor is not and
does not maintain a Plan or a Governmental Plan; (ii)
such Guarantor is not engaging in a Prohibited Transaction or
any Prohibited Governmental Transaction;
and (iii) one or
more of the following circumstances is true:


 


(A)          
Equity interests in
such Guarantor are
publicly offered securities, within
the meaning of
29 C.F.R.
§ 2510.3-101 (b)(2);


 


(B)          
Less than twenty-five
percent (25%) of
each outstanding class of equity
interests in such
Guarantor are held
by "benefit plan
investors" within the meaning of 29 C.F.R.
§ 2510.3-101(f)(2); or


 


(C)           
Such Guarantor qualifies
as an "operating company"
or a "real estate
operating company" within
the meaning of 29
C.F.R. § 2510.3-101(c) or (e).


 


3.13.      
Bankruptcy Actions against
Borrower. Each Guarantor covenants
and agrees that it
will not at
any time institute
any Bankruptcy Action
against Borrower, or
join in the institution of any Bankruptcy Action against Borrower. Upon the
commencement of any Bankruptcy Action by or against Borrower, no Guarantor shall seek or cause
Borrower to seek a supplemental stay or other relief,
whether injunctive or otherwise, pursuant to 11
U.S.C. §105 or any other
provision of the Bankruptcy Code or any other Creditors
Rights Law, to stay, interdict, condition, reduce or inhibit
the ability of Lender to
enforce any rights of Lender against any Guarantor or the Collateral by
virtue of this Guaranty or otherwise.


 


		3.14.	Intentionally Deleted.





    	9



    	 



    

 


ARTICLE 4.
REPRESENTATIONS AND WARRANTIES


 


4.1.               
Guarantor Due Diligence
and Benefit. Each
Guarantor represents and
warrants to Lender that
(a) the Loan
and this Guaranty are for commercial purposes, (b) it has had adequate opportunity
to review the Loan Documents,
(c) it is fully aware of obligations
of Borrower thereunder and of the financial
condition, assets and prospects of Borrower, and (d) it is executing
and delivering this Guaranty based solely upon such Guarantor's own independent
investigation of the matters contemplated
by clauses (a)-(c) above and in
no part upon any representation, warranty
or statement of Lender with respect
thereto.


 


		4.2.	General. Each Guarantor
hereby represents and
warrants as follows:



 


(a)           
Authority. Each Guarantor
has the full
power and authority to execute and
deliver this Guaranty
and to perform
its obligations hereunder.
If any Guarantor is not an individual: (i)
such Guarantor is duly organized, validly existing and in good standing under
the laws of the state of its formation, and (ii) the execution, delivery and
performance of this Guaranty by such Guarantor has been duly and validly authorized
and the person(s) signing this Guaranty on such Guarantor's behalf
has been validly authorized and directed to sign
this Guaranty.


 


(b)           
Valid and Binding Obligation. This Guaranty constitutes each Guarantor's legal,
valid and binding
obligation, enforceable against
it in accordance with its terms, except
to the extent
enforceability may be
limited under applicable Creditors Rights Laws affecting
creditors' rights generally and by general principles of equity.


 


(c)               
No Conflict with Other Agreement. Each Guarantor's execution, delivery and
performance of this Guaranty
will not (i)
violate such Guarantor's organizational
documents if such
Guarantor is not
an individual, (ii) result in the
breach of, or conflict with, or
result in the acceleration of, any obligation under any guaranty,
indenture, credit facility or other instrument to which such Guarantor or any
of its assets may be subject, or (iii) violate
any order, judgment or decree to
which such Guarantor or any of its assets is subject,
or (iv) contravene any (A) law or governmental
rule, regulation or order which is
applicable to such Guarantor and no authorization,
approval or other action by, and
no notice to or filing with,
any Governmental Authority is required
for the due execution, delivery and performance
by such Guarantor of this Guaranty,
or (B) any other contractual restriction
which is binding upon or which affects such
Guarantor, and does not and will not result in or require the creation of any lien,
security interest or other charge or encumbrance upon or with respect to any
property of such Guarantor.


 


(d)           
No Bankruptcy or
Felony Conviction. Guarantor
(a) is not
the subject of a
Bankruptcy Action, (b)
has no prior
record of having been the subject
of a Bankruptcy Action, and (c) has never been
convicted of a felony.


 


(e)            
No Pending Litigation.
There is no
pending, filed or
threatened action, suit or
proceeding, arbitration or
governmental investigation, at
law or in equity
or by or before any Governmental
Authority or other agency, involving Guarantor,
an adverse outcome of which




    	10



    	 



    

 


would
reasonably be expected
to materially and
adversely affect Guarantor's ability
to perform under this
Guaranty.


 


(f)            
Consideration. Upon consummation
of the assumption of
the Loan, each Guarantor
owns a direct
or indirect interest
in Borrower and will derive
substantial benefit from the assumption of the Loan
by Borrower.


 


(g)           
Financial Condition. Each
Guarantor currently is
solvent and will
not be rendered insolvent
by providing this
Guaranty and has
delivered to Lender true and correct copies of such
Guarantor's financial statements as of
the date hereof.


 


(h)           
Familiarity and Reliance.
Each Guarantor is
familiar with, and
has independently reviewed, books
and records regarding
the financial condition
of Borrower and
is familiar with the value of any
and all Collateral intended to be
given as security for the payment of the
Debt or the Guaranteed Obligations;
provided, however, no Guarantor is relying
on such financial condition or the Collateral as an inducement
to enter into this Guaranty.


 


(i)             
No Representation by
Lender. Neither Lender
nor any other
Person has made any
representation, warranty, or
statement to any Guarantor in order
to induce any Guarantor to execute
this Guaranty.


 


(j)ERISA.
(a)(i) No Guarantor
is a Plan,
(ii) none of the
assets of any Guarantor constitute
or will constitute Plan
Assets and (iii)
no Guarantor is engaging in
any transaction which would cause any
obligation, or action taken or to be taken, hereunder (or the exercise by
Lender of any of its
rights under the other Loan Documents) to be a Prohibited Transaction.


 


(b)
(i) No Guarantor
is a Governmental
Plan and (ii) no transactions
by or with
any Guarantor are
subject to state statutes regulating
investment of, and fiduciary obligations with respect to, governmental
plans similar to the provisions of Section 406 of ERISA or Section 4975 of the
Code currently in effect, which prohibit or otherwise restrict the transactions
contemplated by this Agreement or the other Loan Documents.


 


(k)
Compliance. Guarantor is in compliance
with all applicable Legal Requirements. Guarantor
is not in
default or violation
of any order, writ,
injunction, decree or
demand of any Governmental
Authority. There has
not been committed by Guarantor or any other Person
in occupancy of or involved with the operation or use of the Property any act or omission affording the federal
government or any
other Governmental Authority
the right of
forfeiture as against the Property or any
monies paid in performance of Borrower's
obligations under any of the Loan Documents.


 


(l)
 Financial Information.
All financial information
submitted by Guarantor to
Lender including but
not limited to
all financial statements,
statements of cash flow and income and operating statements,
rent rolls, reports, certificates
and other documents submitted in connection with the Loan (including
the application therefor) or in satisfaction of the
terms thereof and all statements of fact made
by Guarantor in this Guaranty or in any other Loan Document, are (a) true, complete and correct, and (b) to the
extent prepared or audited by an independent certified public
accounting firm, have been
prepared in accordance with GAAP throughout the
periods covered, except as expressly disclosed therein.




    	11



    	 



    

 


(m)         
Loan Assumption Information.
All information provided
to Lender or Servicer
by Guarantor, or
any of its
employees, officers, directors,
partners, members, managers or representatives, in
connection with or relating to (i) the assumption of the Loan, the Assumption
Agreement or the transactions contemplated thereby or
(ii) the Property contains no untrue
statement of material fact and does
not omit a material fact necessary
in order to make such information
not misleading.


 


(n)           
Full and Accurate
Disclosure. No statement
of fact made
by Guarantor in this
Agreement or in
any of the
other Loan Documents contains any untrue statement of a material fact or
omits to state any material fact necessary to
make statements contained herein or
therein not misleading. There is no material
fact presently known to Guarantor which has not been disclosed to Lender
which adversely affects, nor as far as Guarantor
can foresee, might adversely affect, the
use, value or operation of the Property or
the business, operations or condition (financial
or otherwise) of Borrower or Guarantor. There
has been no material adverse change in any condition, fact,
circumstance or event that would make any such information inaccurate,
incomplete or otherwise misleading in any material respect or that otherwise
materially and adversely affects or might materially and adversely affect the Property
or the business operations or the
financial condition of Borrower or Guarantor. Guarantor has disclosed to Lender
all material facts and
has not failed to disclose any material fact
that could cause any representation or
warranty made herein to be materially misleading.


 


ARTICLES.
MISCELLANEOUS


 


5.1.         
Notices. All notices,
consents, approvals and
requests required or
permitted hereunder shall be
given and shall
become effective as
provided in Section 13.6 of the Loan
Agreement. Notices to Guarantor shall be addressed as follows:


 


Inland
Real Estate Income
Trust, Inc. 2901 Butterfield
Road


Oak Brook,
IL  60523


Attn: 
Chief Financial Officer Fax: 
(630) 586-6590


 


With a
copy to:


 


The
Inland Group of
Companies 2901 Butterfield Road


Oak
Brook, IL  65203 Attn: 
General Counsel Fax:  (630)
218-4900


 


5.2.         
Entire Agreement; Modification. This Guaranty
contains the entire agreement of the
parties hereto with
respect to the
subject matter hereof,
and all prior
agreements among or between
such parties, whether oral or written, are
superseded by the terms of this Guaranty.
This Guaranty may not be modified,
amended, extended, discharged, terminated,
changed, and no provision hereof may
be waived, orally or by
any act or failure to act on the
part of Guarantor or




    	12



    	 



    

 


Lender,
and no consent
to any departure
by Guarantor therefrom
shall be effective,
except by a writing
signed by the
party against whom enforcement is
sought, and then
such modification, amendment, extension,
discharge, termination, change, waiver or consent
shall be effective only in
the specific instance, and for the
purpose, for which given. Except as
otherwise expressly provided herein, no notice to, or demand on any
Guarantor, shall entitle any Guarantor
to any other or future notice or demand in the same, similar or other circumstances.


 


5.3.              
Binding Effect; Joint and
Several Obligations. Whenever in this
Guaranty any of the parties
hereto is referred
to, such reference
shall be deemed
to include the
heirs, executors, legal representatives, administrators, successors and assigns
of such party. All covenants, promises and
agreements in this Guaranty, by or on behalf
of any Guarantor, shall inure to the
benefit of the legal representatives, successors
and assigns of Lender. No Guarantor may delegate or transfer this
Guaranty or any of its respective rights or
obligations hereunder without the prior
written consent of Lender. Each Person constituting Guarantor
shall be jointly and severally liable hereunder. If any Guarantor is a partnership,
the agreements contained in this Guaranty shall remain in force and
be applicable, notwithstanding any changes
in the individuals or entities comprising the partnership,
and the term "Guarantor," as used herein, shall include any alternate or successor partnership, but any predecessor
partnership and their partners shall
not thereby be released from any liability. If any
Guarantor is a corporation, the agreements contained in
this Guaranty shall remain in full force and be applicable notwithstanding any
changes in the shareholders comprising, or the officers and directors relating
to, the corporation, and the term "Guarantor" as used herein, shall
include any alternate or successor corporation, but any predecessor corporation
shall not be relieved of liability hereunder.
If any Guarantor is a limited liability company,
the agreements contained in this Guaranty
shall remain in force and
be applicable, notwithstanding any
changes in the members comprising the limited liability company, and the term "Guarantor"
as used herein, shall include
any alternate or successor limited liability company,
but any predecessor limited liability company
and their members shall not thereby be
released from any liability.
(Nothing in the foregoing sentences shall be construed as a consent
to, or a waiver of, any prohibition or restriction on transfers of interests
in such partnership, corporation or limited liability
company which may be set forth in the Loan Agreement or the
other Loan Documents.)


 


5.4.               
Severability. Wherever possible,
each provision of
this Guaranty shall
be interpreted in such
manner as to
be effective and valid
under applicable law, but if any
provision of this Guaranty shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Guaranty.


 


5.5.              
Duplicate Originals; Counterparts.
This Guaranty may
be executed in any number
of duplicate originals,
and each duplicate
original shall be deemed to be
an original. This Guaranty (and each duplicate
original) also may be executed in any number of counterparts, each of which shall
be deemed an original and all of which together constitute a fully executed Guaranty
even though all signatures do not appear
on the same page. The failure of any party
hereto to execute this Guaranty, or any
counterpart hereof, shall not relieve the
other signatories from their obligations hereunder.




    	13



    	 



    

 


5.6.               
Principles of Construction.
All references to
sections and exhibits,
if any, are
to sections and exhibits
in or to this Guaranty
unless otherwise specified. Article
and section headings are for convenience only and shall not be used in interpretation of this
Guaranty. All uses of the word "including" shall mean "including, without
limitation" unless the context shall indicate
otherwise. Unless otherwise specified, the words "hereof," "herein" and "hereunder" and words
of similar import when used in this Guaranty shall refer to this
Guaranty as a whole and not to any
particular provision of this Guaranty; the word "section" refers to the entire
section and not to any particular subsection, paragraph or other
subdivision; the word "or" shall
be deemed to include "and/or"; and "Guaranty" and each of the Loan
Documents referred to herein mean each such
agreement as originally executed and as hereafter amended, restated, replaced, supplemented
or otherwise modified from time to time, but only to the extent such modifications are not
prohibited by the terms hereof or
by the terms of any of the other Loan
Documents. References to statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute
referenced. Unless otherwise specified,
all meanings attributed to defined
terms herein shall be equally
applicable to both the singular and plural forms of the terms so defined,
and pronouns shall be construed to cover all
genders.


 


5.7.         
Lender's Discretion. Whenever
pursuant to this
Guaranty, Lender exercises
any right given to
it to approve
or disapprove, or
any arrangement or
term is to
be satisfactory to Lender, the decision
of Lender to approve or
disapprove or to decide whether arrangements
or terms are satisfactory or not satisfactory
shall (except as is
otherwise specifically herein provided)
be in the sole and absolute discretion of Lender and shall be final
and conclusive. Prior to a Securitization, whenever pursuant
to the Loan Agreement the Rating Agencies are given any right to approve or
disapprove any matter relating to any Guarantor, or any arrangement or term relating
to Guarantor is to be satisfactory to
the Rating Agencies, the decision of Lender to approve or disapprove or to decide
whether arrangements or
terms are satisfactory or not satisfactory, based upon Lender's determination
of Rating Agency criteria, shall be substituted
therefor.


 


5.8.         
Preservation of Rights.
Neither any failure nor
any delay on
the part of
Lender in insisting upon
strict performance of any term, condition,
covenant or agreement, or exercising any right,
power, remedy or privilege hereunder shall operate
as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude
any other future exercise, or the exercise of any other right, power,
remedy or privilege. Lender's rights
and remedies hereunder are cumulative and not exclusive of any other rights or remedies
which Lender may have under other agreements,
at law or in equity. Any representations,
warranties, covenants or indemnification liabilities for breach thereof contained in
this Agreement shall not be affected by any knowledge of, or
investigations performed by, Lender. Any
one or more Persons
comprising Guarantor, or any other party
liable upon or in respect of this Agreement
or the Debt, may be released without
affecting the liability of any party not so released.


 


5.9.         
Costs and Expenses.
Wherever pursuant to
this Guaranty it
is provided that Guarantor
pay any costs
and expenses, such costs
and expenses shall include, but
not be limited to, legal fees and disbursements
of Lender, whether with respect to retained firms, the reimbursement for the expenses of
in-house staff or otherwise.




    	14



    	 



    

 


5.10.      
Servicer. Pursuant
to Section 11.4
of the Loan
Agreement, the Loan
may be serviced by
a Servicer. All
references to Lender
herein shall refer to and include
any such Servicer to the extent applicable.


 


		5.11.	Governing Law; Service
of Process.



 


(a)           
THIS GUARANTY WILL
BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE
WITH THE LAWS
OF THE STATE
WHERE THE LAND IS LOCATED WITHOUT REGARD
TO PRINCIPLES OF
CONFLICTS OF LAWS, PROVIDED THAT TO THE EXTENT ANY OF SUCH LAWS MAY NOW OR HEREAFTER
BE PREEMPTED BY FEDERAL LAW, IN WHICH
CASE SUCH FEDERAL LAW SHALL SO GOVERN AND BE CONTROLLING.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH GUARANTOR HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT
THAT THE LAW OF ANY OTHER
JURISDICTION GOVERNS THIS GUARANTY.


 


(b)           
ANY LEGAL SUIT,
ACTION OR PROCEEDING AGAINST
LENDER OR GUARANTOR ARISING
OUT OF OR
RELATING TO THIS
GUARANTY MAY, AT LENDER'S
OPTION, BE INSTITUTED IN ANY FEDERAL OR STATE COURT
IN OR FOR THE COUNTY WHERE THE PROPERTY
IS LOCATED AND EACH GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE
BASED ON VENUE AND/OR FORUM NON
CONVENIENS OF ANY SUCH SUIT, ACTION
OR PROCEEDING, AND EACH GUARANTOR IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY SUCH COURT.
EACH GUARANTOR DOES HEREBY DESIGNATE AND
APPOINT:


 


CT Representative


2000 Interstate
Park Drive, Suite
204


Montgomery,
AL  36109


 


AS
ITS AUTHORIZED AGENT
TO ACCEPT AND
ACKNOWLEDGE ON ITS BEHALF
SERVICE OF ANY
AND ALL PROCESS
WHICH MAY BE
SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING
IN ANY FEDERAL OR STATE COURT IN OR FOR THE COUNTY WHERE THE PROPERTY IS LOCATED, AND
AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID
ADDRESS AND WRITTEN NOTICE OF SAID
SERVICE MAILED OR DELIVERED TO EACH GUARANTOR IN THE MANNER PROVIDED
HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON
EACH GUARANTOR IN ANY SUCH SUIT, ACTION
OR PROCEEDING IN THE STATE WHERE THE PROPERTY IS LOCATED. EACH
GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED
AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME
DESIGNATE A SUBSTITUTE AUTHORIZED AGENT
WITH AN OFFICE IN OR FOR THE COUNTY WHERE THE PROPERTY IS LOCATED (WHICH SUBSTITUTE
AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON
AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH
A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN OR FOR THE




    	15



    	 



    

 


COUNTY WHERE THE PROPERTY
IS LOCATED OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.


 


5.12.      
WAIVER OF JURY
TRIAL. TO THE
FULLEST EXTENT PERMITTED BY
LAW, EACH GUARANTOR
HEREBY AGREES NOT
TO ELECT A
TRIAL BY JURY OF ANY
ISSUE TRIABLE OF RIGHT BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR
COUNTERCLAIM OF ANY NATURE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, RELATING
DIRECTLY OR INDIRECTLY TO THIS GUARANTY
OR THE OTHER LOAN DOCUMENTS, OR ANY ACTS
OR OMISSIONS OF LENDER,
OR ANY OF ITS OFFICERS, EMPLOYEES,
DIRECTORS OR AGENTS, AND WAIVES ANY RIGHT TO TRIAL
BY JURY FULLY TO THE EXTENT
THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH RESPECT TO ANY OF THE
FOREGOING. THIS WAIVER OF RIGHT TO TRIAL
BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH GUARANTOR, AND IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE
AS TO WHICH THE RIGHT
TO A TRIAL BY JURY WOULD OTHERWISE
ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE
A COPY OF THIS PARAGRAPH IN ANY SUCH ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM AS CONCLUSIVE EVIDENCE
OF THIS WAIVER BY EACH GUARANTOR.


 


		5.13.	Indemnity.



 


(a)                    
Each Guarantor agrees
to indemnify each
Indemnified Party and
to defend and hold
each Indemnified Party harmless
from and against,
any and all Liabilities which any
Indemnified Party may incur or which may be asserted
against any Indemnified Party by any
Person, entity or Governmental Authority (including
any Person or entity claiming derivatively on behalf of
any Guarantor), in connection with or arising out of or relating to the matters
referred to in this Guaranty,
whether (a) arising from or incurred
in connection with any breach of a representation, warranty or covenant by any
Guarantor, or (b) arising out of or resulting
from any suit, action, claim, proceeding or governmental
investigation, pending or threatened, whether based on statute, regulation or
order, or tort, or contract
or otherwise, before any court or
governmental authority; provided, however, that the foregoing indemnity
agreement shall not apply to any Liabilities attributable to an Indemnified Party's
gross negligence or willful misconduct. The indemnity agreement contained in
this Section 5.13(a) shall survive the termination of this Guaranty and assignment
of any rights hereunder. Each Guarantor
may participate at its expense in the defense
of any such claim.


 


(b)                   
If any action
shall be brought
against any Indemnified
Party based upon any of
the matters for
which such Indemnified Party is indemnified
hereunder, Lender shall endeavor to notify each Guarantor in writing thereof
and each Guarantor shall promptly assume the defense thereof, including,
without limitation, the employment of
counsel acceptable to such Indemnified Party, and the negotiation of any settlement;
provided, however, that any failure of Lender
to notify any Guarantor
of such matter shall not impair or reduce the obligations of Guarantor hereunder so long
as Guarantor is not materially prejudiced
by such failure. Each Indemnified Party shall have the right,
at the expense of each Guarantor (which expense shall be included
in Liabilities), to employ separate
counsel in any such action
and to participate in the




    	16



    	 



    

 


defense
thereof. In the
event any Guarantor
shall fail to
discharge or undertake
to defend any Indemnified
Party against any
Liabilities, such Indemnified Party may,
at its sole option and election, defend or
settle such Liabilities. The
liability of each Guarantor to each
Indemnified Party hereunder shall be conclusively
established by such settlement, provided such settlement is made in good faith,
and the amount of such liability
shall include both the settlement consideration
and the costs and expenses, including, without limitation, attorneys' fees and
disbursements, incurred by Lender
in effecting such settlement.
In such event,
such settlement consideration, costs
and expenses shall be included
in Liabilities and each Guarantor
shall pay the same as hereinafter
provided. Each Indemnified Party's good faith in any
such settlement shall be conclusively established if the
settlement is made on the advice of independent
legal counsel for such Indemnified Party.


 


(c)                   
No Guarantor shall,
without the prior
written consent of
all Indemnified Parties: (i)
settle or compromise
any action, suit,
proceeding or claim or consent to the entry
of any judgment that does not include as an unconditional term thereof the
delivery by the claimant or plaintiff to each Indemnified
Party of a full and complete written release of each Indemnified Party
(in form, scope and substance satisfactory to each Indemnified Party in its sole discretion) from all liability in
respect of such action,
suit, proceeding or claim and a
dismissal with prejudice of such action, suit, proceeding or claim;
or (ii) settle or compromise any action,
suit, proceeding or claim in any
manner that may adversely affect any Indemnified
Party or obligate any Indemnified Party to pay any sum or perform any obligation
as determined by each Indemnified
Party in its sole discretion.


 


(d)                   
All Liabilities shall
be immediately reimbursable
to each Indemnified Party when and
as incurred and,
in the event
of any litigation,
claim or other proceeding, without
any requirement of waiting
for the ultimate outcome of such litigation, claim or other proceeding,
and each Guarantor shall pay
to each Indemnified
Party any and all Liabilities within ten (10) days after written notice
from any Indemnified Party itemizing
the amounts thereof incurred to the date
of such notice. In addition to any
other remedy available for the failure
of any Guarantor to periodically pay such Liabilities, such Liabilities, if
not paid within said ten day period, shall
bear interest at the Default Rate.




    	17



    	 



    

 


 


 


 


IN WITNESS WHEREOF,
the parties hereto have caused this Guaranty to be duly executed by
their duly authorized
representatives, all as
of the day and
year first above
written.


 


 


	 	
        GUARANTOR:

         

        INLAND REAL ESTATE INCOME TRUST, INC.

        a Maryland corporation

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