Exhibit 10.25


Conyers Heritage Assumption


GUARANTY AGREEMENT


THIS GUARANTY
AGREEMENT (this “Guaranty”) is executed as of December 15, 2014, by INLAND REAL ESTATE INCOME TRUST,
INC., a Maryland corporation (the “Guarantor”), having an address at 2901 Butterfield Road, Oak Brook, Illinois
60523, for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF J.P. MORGAN CHASE
COMMERCIAL MORTGAGE SECURITIES TRUST 2011-C5, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2011-C5, having an address
at c/o Midland Loan Services, 10851 Mastin, Suite 700, Overland Park, Kansas 66210 (“Lender”).


W I T N E S S E T H:


WHEREAS,
Lender is the holder and owner of a loan in the original principal amount of FOUR MILLION FOUR HUNDRED SIXTY THOUSAND AND NO/100
DOLLARS ($4,460,000.00) (the “Loan”) made by JPMorgan Chase Bank, National Association, a banking association
chartered under the laws of the United States of America (“Original Lender”), to KRG Conyers Heritage, LLC,
f/k/a/ Inland Diversified Conyers Heritage, L.L.C., a Delaware limited liability company (“Original Borrower”),
evidenced by that certain Promissory Note dated June 13, 2011 (such Promissory Note, together with all extensions, renewals, replacements,
restatements or modifications thereof, the “Note”) and pursuant to a Loan Agreement dated June 13, 2011 between
Original Borrower and Original Lender, as amended by that certain Consent Agreement dated July 1, 2014 (“Consent Agreement”)
between Original Borrower, Lender and others (as the same may hereafter be amended, restated, replaced, supplemented, renewed,
extended or otherwise modified from time to time, the “Loan Agreement”);


WHEREAS,
the Loan is secured by, among other things, the lien and security interest of that certain Deed to Secure Debt, Assignment of Leases
and Rents and Security Agreement, dated as of the date hereof, made by Original Borrower for the benefit of Original Lender (as
the same may hereafter be amended, restated, renewed, supplemented, replaced, extended or otherwise modified from time to time,
the “Mortgage”), which Mortgage encumbers the property described in the Mortgage (“Property”).
The Loan Agreement, Mortgage, Note, Consent Agreement and Assumption Documents (defined below) together with all other documents,
agreement, certificates and instruments evidencing, securing, governing or otherwise pertaining or related to the Loan or the Assumption
are hereinafter collectively referred to as the “Loan Documents”. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Loan Agreement.




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WHEREAS,
IREIT Conyers Heritage, L.L.C., a Delaware limited liability company (the “Borrower”) desires to acquire Original
Borrower’s interest in the Property and to assume the Loan, and to appoint a new property manager (collectively, the “Assumption”)
pursuant to the terms of certain consent documents, including but not limited to, that certain Consent and Assumption Agreement
with Release dated the date hereof by and among Borrower, Original Borrower, Lender and others (the “Assumption Agreement”),
and certain other documents, instruments and agreements (together with the Assumption Agreement, the “Assumption Documents”),
to be executed concurrently herewith;


WHEREAS,
Lender is not willing to consent to the Assumption unless Guarantor unconditionally guarantees payment and performance to Lender
of the Guaranteed Obligations (as herein defined); and


WHEREAS,
Guarantor has acquired a direct or indirect interest in Borrower, and Guarantor will directly benefit from Lender’s consent
to the Assumption.


NOW, THEREFORE,
as an inducement to Lender to consent to the Assumption, and for other good and valuable consideration, the receipt and legal sufficiency
of which are hereby acknowledged, the parties do hereby agree as follows:


ARTICLE 1

NATURE AND SCOPE OF GUARANTY


1.1Guaranty
of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender
and its successors and assigns the 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. Guarantor hereby irrevocably and unconditionally covenants
and agrees that it is liable for the Guaranteed Obligations as a primary obligor.


1.2Definition
of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” means all obligations and
liabilities of Borrower pursuant to Section 9.3 of the Loan Agreement.


1.3Nature
of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty
of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed
Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s
death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives
and heirs). The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release
or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by
Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the
Note.




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1.4Guaranteed
Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender
hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense
of Borrower, or any other party, 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 the Guaranteed Obligations) or otherwise.


1.5Payment
By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand,
maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice
of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any
other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender
at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment
of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of
Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.


1.6No
Duty To Pursue Others. It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may
have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (i) institute suit or exhaust
its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (ii) enforce
Lender’s rights against any collateral which shall ever have been given to secure the Loan, (iii) enforce Lender’s
rights against any other guarantors of the Guaranteed Obligations, (iv) join Borrower or any others liable on the Guaranteed
Obligations in any action seeking to enforce this Guaranty, (v) exhaust any remedies available to Lender against any collateral
which shall ever have been given to secure the Loan, or (vi) resort to any other means of obtaining payment of the Guaranteed
Obligations. To the extent permitted by applicable law, Lender shall not be required to mitigate damages or take any other action
to reduce, collect or enforce the Guaranteed Obligations.


1.7Waivers.
Guarantor agrees to the provisions of the Loan Documents, and to the extent permitted by applicable law, hereby waives notice of
(i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension
of the Note, the Mortgage, the Loan Agreement or of any other Loan Documents, (iv) the execution and delivery by Borrower
and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other
documents arising under the Loan Documents or in connection with the Property, (v) the occurrence of any breach by Borrower
or an Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (vii) sale
or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest,
proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender, and, generally,
all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing,
securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed.




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1.8Payment
of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor
shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs and attorneys’ fees) incurred
by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section
shall survive the payment and performance of the Guaranteed Obligations.


1.9Effect
of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor
relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received
by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of
this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It
is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s
performance of such obligations and then only to the extent of such performance.


1.10Waiver
of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor
hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any
agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert
any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable
for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty
or otherwise.


1.11Borrower.
The term “Borrower” as used herein shall include any new or successor corporation, association, partnership
(general or limited), limited liability company, joint venture, trust, statutory trust or other individual or organization formed
as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.


ARTICLE 2

EVENTS AND CIRCUMSTANCES NOT REDUCING OR

DISCHARGING GUARANTOR’S OBLIGATIONS


Guarantor hereby
consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released,
diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or
other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection
with any of the following:




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2.1Modifications.
Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the
Note, the Mortgage, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding
between Borrower and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Lender to notify
Guarantor of any such action.


2.2Adjustment.
Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or any Guarantor.


2.3Condition
of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution
or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed
Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower
or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower
or Guarantor.


2.4Invalidity
of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations,
or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without
limitation the fact that (i) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the
act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the officers or representatives executing
the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in
excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) 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, (vi) 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 (vii) the Note,
the Mortgage, 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 Guarantor shall, to the extent permitted by applicable law, 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.


2.5Release
of Obligors. 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, whether directly or indirectly, jointly, severally, or jointly
and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized,
acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance
or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation,
belief, understanding or agreement that other parties will be liable to pay or perform the Guaranteed Obligations, or that Lender
will look to other parties to pay or perform the Guaranteed Obligations.




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2.6Other
Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all
or any part of the Guaranteed Obligations.


2.7Release
of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without
limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing
in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.


2.8Care
and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection,
enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including but not
limited to 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 security therefor, or (iii) to take or prosecute any action in connection with
any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.


2.9Unenforceability.
The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security
for the repayment 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 recognized and agreed by Guarantor that Guarantor
is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability
or value of any of the collateral for the Guaranteed Obligations.


2.10Offset.
The Note, the Loan Agreement, the Guaranteed Obligations and the liabilities and obligations of the Guarantor to Lender hereunder
shall not be reduced, discharged or released because of or by reason of any existing or future right of offset, claim or defense
of Borrower against Lender, or any other party, or against payment of the Guaranteed Obligations, whether such right of offset,
claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations)
or otherwise.


2.11Merger.
The reorganization, merger or consolidation of Borrower into or with any other Person.


2.12Preference.
Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required
to refund such payment or pay such amount to Borrower or someone else.




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2.13Other
Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed
Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases
the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous
and unequivocal intention of Guarantor that 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 or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and
satisfaction of the Guaranteed Obligations.


ARTICLE 3

REPRESENTATIONS AND WARRANTIES


To induce Lender
to consent to the Assumption, Guarantor represents and warrants to Lender as follows:


3.1Benefit.
Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive,
direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.


3.2Familiarity
and Reliance. 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 created as security for the payment of the
Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement
to enter into this Guaranty.


3.3No
Representation By Lender. Neither Lender nor any other party has made any representation, warranty or statement to Guarantor
in order to induce the Guarantor to execute this Guaranty.


3.4Guarantor’s
Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced
hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities
(including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations
and liabilities.


3.5Legality.
The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder
do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which .Guarantor is subject or constitute
a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of,
any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party
or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance
with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of
creditors’ rights.




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3.6Litigation.
There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending
or, to Guarantor’s knowledge, threatened against or affecting Guarantor which actions, suits or proceedings may (a) result
in any material adverse change in the business, operations, condition (financial or otherwise), properties or assets of Guarantor,
(b) result in any material impairment of the rights or ability of Guarantor to carry on its business substantially as now
conducted, (c) result in any material liability on the part of Guarantor, (d) draw into question the validity of this
Agreement or of any action taken or to be taken in connection with the obligations of Guarantor contemplated herein, and/or (e) materially
impact the ability of Guarantor to perform under the terms of this Guaranty.


3.7Survival.
All representations and warranties made by Guarantor herein shall survive the execution hereof.


ARTICLE 4

SUBORDINATION OF CERTAIN INDEBTEDNESS


4.1Subordination
of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities
of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the 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 or persons
in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which
they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and
claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment
of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or the occurrence of an event which
would, with the giving of notice or the passage of time, or both, constitute an Event of Default, Guarantor shall not receive or
collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.


4.2Claims
in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency
proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding 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. 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 Guarantor, and which,
as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full
of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender
on the Guarantor Claims 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 the Guarantor Claims.




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4.3Payments
Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any
funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount.
equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion
over- the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and Guarantor
covenants promptly to pay the same to Lender.


4.4Liens
Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s
assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests,
judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless
of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior
written consent of Lender, Guarantor shall not (i) exercise or enforce any creditor’s right it may have against Borrower,
or (ii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise,
including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief
or insolvency proceeding) to enforce any liens, mortgage, deeds of trust, security interests, collateral rights, judgments or other
encumbrances on assets of Borrower held by Guarantor.


ARTICLE 5

MISCELLANEOUS


5.1Waiver.
No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right.
The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision
of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall
extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the
right to take other action in the same, similar or other instances without such notice or demand.


5.2Notices.
Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the
addressee on (a) the third day following the day such notice is deposited with the United States Postal Service first class
certified mail, return receipt requested (b) expedited, prepaid delivery service, either commercial or United States Postal
Service, with proof of attempted delivery and by telecopier (with answer back acknowledged), addressed to the address, as set forth
below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate
in writing. The addresses of the parties hereto are as follows:




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Guarantor:


Inland Real
Estate Income Trust, Inc.


2901 Butterfield
Road


Oak Brook, IL
60523


Attention: Chief
Financial Officer


Facsimile No.: (630) 586-6590


 


with a copy to:


The Inland Real Estate Group,
Inc.


2901 Butterfield Road


Oak Brook, IL 60523


Attention: General Counsel


Facsimile No.: (630) 218-4900


 


Lender:


			Wells Fargo Bank, National Association, as trustee for the registered holders of J.P. Morgan Chase
Commercial Mortgage Securities Trust 2011-C5, Commercial Mortgage Pass-Through Certificates, Series 2011-C5



			c/o Midland Loan Services



			10851 Mastin, Suite 700



			Overland Park, Kansas 66210



			Attention: Asset Management
	 	 	Facsimile No.:
(913) 253-9001



 






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5.3Governing
Law. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA. 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 THE CITY OF NEW YORK, COUNTY OF NEW
YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND 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 GUARANTOR AND HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND
APPOINT:


CT Corporation System


111 8th
Avenue


New York, New York
10011




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AS ITS AUTHORIZED AGENT TO RECEIVE ON ITS
BEHALF AND FORWARD TO IT ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE
COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID
SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS
UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.


 


5.4Invalid
Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future
laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining
provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary
to the basic understandings and intentions of the parties as expressed herein.


5.5Amendments.
This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party
against whom such amendment is sought to be enforced.


5.6Parties
Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, assigns and legal representatives; provided, however, that Guarantor may not, without the prior
written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than
one person or party, the obligations and liabilities of each such person or party shall be joint and several.


5.7Headings.
Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.


5.8Recitals.
The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima
facie evidence of the facts and documents referred to therein.




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5.9Counterparts.
To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be
necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party,
appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making
proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on
behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing
the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached
to it additional signature pages.


5.10Rights
and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise,
other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender
hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of
any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent
exercise of any other right or remedy.


5.11Other
Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such
term is otherwise specifically defined herein.


5.12Entirety.
THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED
OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF
THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES,
AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE
SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN
GUARANTOR AND LENDER.




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5.13Waiver
of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND
WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY,
THE NOTE, THE LOAN AGREEMENT, THE MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY 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 PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.


5.14Cooperation.
Guarantor acknowledges that Lender and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents
to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit
this Guaranty, the Note and other Loan Documents with a trust, which trust may sell certificates to investors evidencing an ownership
interest in the trust assets, or (iv) otherwise sell the Loan or interest therein to investors (the transactions referred
to in clauses (i) through (iv) are hereinafter each referred to as “Secondary Market Transaction”). Guarantor
shall cooperate with Lender in effecting any such Secondary Market Transaction and shall cooperate to implement all customary and
reasonable requirements imposed by any Rating Agency or potential investor involved in any Secondary Market Transaction. Guarantor
shall provide such information and documents relating to Guarantor as Lender may reasonably request in connection with such Secondary
Market Transaction. In addition, Guarantor shall make available to Lender all information concerning its business and operations
that Lender may reasonably request. Lender shall be permitted to share all such information with the investment banking firms (or
other potential investors), Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the
Loan and the Loan Documents or the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor
to Lender may ultimately be incorporated into the offering documents for the Secondary Market Transaction and thus various investors
may also see some or all of the information. Lender and all of the aforesaid third-party advisors and professional firms shall
be entitled to rely on the information supplied by, or on behalf of, Guarantor in the form as provided by Guarantor. Lender may
publicize the existence of the Loan in connection with its marketing for a Secondary Market Transaction or otherwise as part of
its business development. All reasonable third party costs and expenses incurred by Guarantor in connection with Guarantor complying
with requests made under this Section 5.14 shall be paid by Guarantor; provided, however, so long as no Event of Default has occurred
and is continuing, all such reasonable third party costs and expenses incurred by Guarantor in connection with Guarantor’s
complying with requests made under this Section 5.14 shall be paid by Lender.




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5.15Reinstatement
in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount
payable by Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy
or reorganization of Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated
as though such payment has been due but not made at such time.


 


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EXECUTED
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