ENVIRONMENTAL INDEMNITY AGREEMENT

Exhibit 10.4

ENVIRONMENTAL INDEMNITY AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (“Agreement”) is made as of the 31^st day of July, 2014, by IREIT WEST BEND MAIN, L.L.C., a Delaware limited liability company (“Borrower”) and INLAND REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Guarantor”) (the Borrower and the Guarantor each being referred to herein as, an “Indemnitor” and collectively, on a joint and several basis, referred to as, the “Indemnitors”) to and for the benefit of PNC BANK, National Association, a national banking association (“Lender”).

RECITALS:

WHEREAS, pursuant to the Loan Agreement of an even date herewith executed by and between Borrower and Lender (“Loan Agreement”), Lender has agreed to make a loan to the Borrower in the maximum principal amount of ELEVEN MILLION SIX HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($11,650,000.00) (“Loan”); and

WHEREAS, Borrower has executed and delivered to Lender a Promissory Note of an even date herewith in the maximum principal amount of ELEVEN MILLION SIX HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($11,650,000.00) (“Note”), which Note is secured, inter alia, by a Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing (the “Mortgage”) on the property legally described in Exhibit “A” attached hereto and made a part hereof (“Premises”); and

WHEREAS, Indemnitors each have a financial interest in the Premises and the Loan and have agreed to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the Premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Indemnitors hereby agree as follows:

AGREEMENTS:

1.               CAPITALIZED TERMS. Except as specifically defined herein, capitalized terms used herein shall have the definitions ascribed therefor in the Loan Agreement.

2.               REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING HAZARDOUS SUBSTANCES. Indemnitors represent, warrant and covenant to Lender that:

3.               DEFINITIONS.

4.               REMEDIAL WORK. In the event that any investigation, site monitoring, containment, cleanup, removal, restoration or other remedial work of any kind or nature (collectively the “Remedial Work”) is necessary under any applicable local, state or Federal law or regulation, any judicial order, or by any governmental or quasi-governmental entity or person because of, or in connection with the violation of any Environmental Laws or the current or future presence, or suspected presence, release or suspected release of a Hazardous Substance in or into the air, soil, ground, water, surface water, or soil vapor at, on, about, under or within the Premises, or any portion thereof, Indemnitors shall have thirty (30) days after written demand for performance thereof by Lender or other party or governmental entity or agency (or such shorter period of time as may be required under any applicable law, regulation, order or agreement) but subject to force majeure, to commence to perform, or cause to be commenced, and thereafter diligently prosecute to completion, all such Remedial Work. All Remedial Work shall be performed by one or more contractors, approved in advance in writing by Lender, and under the supervision of a consulting engineer, approved in advance in writing by Lender. All costs and expenses of such Remedial Work shall be paid by Indemnitors, including, without limitation, the charges of such contractor and the consulting engineer, and Lender’s reasonable attorneys’ fees and third party out-of-pocket costs incurred in connection with the monitoring or review of such Remedial Work. In the event Indemnitors shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion the Remedial Work, Lender may, but shall not be required to, cause such Remedial Work to be performed and all costs and expenses thereof incurred in connection therewith shall become immediately due and payable with interest thereon at the Default Rate set forth in the Loan Agreement until paid, and such amount shall be secured by the Mortgage. Without Lender’s prior written consent, Indemnitors shall not take any remedial action in response to any violation of any Environmental Laws or the presence of any Hazardous Substances on, under, or about the Premises, nor enter into any settlement agreement, consent decree or other compromise in respect to a violation of any Environmental Laws or any Hazardous Substances claim unless Indemnitors are so ordered by a court of competent jurisdiction or governmental agency, order, decree or judgment. Said consent may be withheld, without limitation, if Lender, in its reasonable judgment, determines that said remedial action, settlement, consent or compromise might impair the value of Lender’s security under the Mortgage; provided, however, that Lender’s prior consent shall not be necessary in the event that the violation of any Environmental Laws or the presence of any Hazardous Substances in, on, under or about the Premises either poses an immediate threat to the health, safety or welfare of any individual or is of such nature that an immediate remedial response is necessary, and it is not possible to obtain Lender’s consent before taking such action, provided that in such event Indemnitors shall notify Lender as soon as practicable of any action so taken. Lender agrees not to withhold its consent, when such consent is required hereunder, if either (i) a particular remedial action is ordered by a court of competent jurisdiction or any governmental agency having jurisdiction over the Premises; or (ii) Indemnitors establish to the reasonable satisfaction of Lender that there is no reasonable alternative to such remedial action that would result in materially less impairment of Lender’s security under the Mortgage. If Lender intends to exercise any of its remedies hereunder or under the Mortgage or any other documents guaranteeing or securing repayment of the Note, or if Lender receives notice of, or has a

reasonable factual basis to believe that there is a release of any Hazardous Substances in or into the air, soil, ground, water, surface water or soil vapor at, on, about, under or within the Premises, or any portion thereof, or violation of any Environmental Laws, then Lender may obtain, at the cost and expense of Indemnitors, an environmental audit(s) of the Premises performed by an environmental firm or firms selected by Lender.

5.               INDEMNIFICATION. Indemnitors shall, jointly and severally, indemnify, defend and hold harmless Lender, its officers, directors, employees and agents from and against any liability, loss, claim, damage or expense (including reasonable attorneys’ fees and disbursements, consultant fees, investigation fees, and laboratory fees) to which any of them may become subject insofar as they may arise or are based upon:

The foregoing indemnification shall survive repayment of the Note, cancellation of the Note, the releases of the liens of the Mortgage, any sale or transfer of title or any interest in the Premises or any transfer of the Premises by foreclosure or by a deed in lieu of foreclosure, and such indemnification shall not be limited to the amount of the deficiency in any foreclosure sale of the Premises or any interest therein, nor be limited or otherwise affected or negated by any exculpatory clause or provision which may be contained in the Note, the Mortgage or any of the other Loan Documents evidencing or securing the Note. The foregoing notwithstanding, Indemnitors’ obligations under this Paragraph 5 with regard to any Post Transfer Indemnification Responsibilities (as hereinafter defined) shall be limited to such obligations directly or indirectly arising out of or resulting from any Hazardous Substances that were present or released in, on or around any part of the Premises, or in the soil, ground water or soil vapor on or under the Premises at any time before or while the Borrower held title to or was in possession or control of the subject Premises (“Indemnitors’ Continuing Responsibility”); provided, however, that any Post Transfer Indemnification Responsibilities (as hereinafter defined) incurred or suffered by Lender shall be presumed, unless shown by a preponderance of the evidence to the contrary, to be Indemnitors’ Continuing Responsibility. “Post Transfer Indemnification Responsibilities” shall mean any obligations hereunder to indemnify, defend and hold Lender and its officers, directors, employees and agents harmless arising after Lender ceases to hold a security interest in the Premises or acquires title to the Premises as a result of foreclosure, deed in lieu of foreclosure or other transfer of the Premises. Indemnitors, for themselves and for their respective successors and assigns, hereby waive, release and agree not to make any claim or bring any cost recovery action against Lender under CERCLA (as previously defined in Paragraph 3(a) herein) or any state equivalent, or any similar law now existing or hereafter enacted. It is expressly understood and agreed that the obligation of Indemnitors to Lender under this indemnity shall be without regard to default on the part of Indemnitors with respect to the violation or condition which results in liability to Indemnitors hereunder. The obligations and liabilities of Indemnitors under this Agreement shall terminate and be of no further force and effect with respect to any unasserted claim when all of the following conditions are satisfied in full: (i) the Loan shall have been paid in full on or prior to the Maturity Date and Lender has not foreclosed or otherwise taken possession of any portion of the Premises, (ii) there has been no material change, between the date hereof and the date the Loan is paid in full, in any Environmental Law, the effect of which change would make a lender or mortgagee liable in respect to any matter for which the Indemnified Parties are entitled to indemnification pursuant to this Agreement, notwithstanding the fact that the Loan is paid in full, (iii) Lender shall have received, at Indemnitors’ expense, an updated environmental report from an engineer acceptable to Lender dated within sixty (60) days of the requested release showing, to the satisfaction of Lender, that there exists no matter for which the Indemnified Parties are entitled to indemnification pursuant to this Agreement, (iv) two (2) years has passed since the date that the Loan has been paid in full, and (v) no claim alleging a violation of Environmental Laws has been asserted against Indemnitors or Lender during the two (2) year period since the date that the Loan has been pain in full.

6.               MISCELLANEOUS.

(SIGNATURE PAGE IMMEDIATELY FOLLOWS)

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

EXHIBIT “A”
LEGAL DESCRIPTION

The following land located in the County of Washington, State of Wisconsin and described as follows:

Lot 2 of Certified Survey Map No. 6369, recorded July 22, 2010, in Volume 48 of Certified Survey Maps on Pages 100 to 104, as Document No. 1254225, being Parcel 1 of Certified Survey Map No. 2518 as recorded in the Washington County Registry in Volume 13 of Certified Survey Maps on Page 262 as Document No. 450881, part of Lot 1 of Certified Survey Map No. 3947, recorded in the Washington County Registry in Volume 25 of Certified Survey Maps on Pages 143-145, as Document No. 612547 (and as corrected by Affidavit of Correction recorded on March 15, 1993, in Volume 1282 of Records, on Page 442, as Document No. 626807) both being a part of Parcel 1 of Certified Survey Map No. 184 as recorded in the Washington County Registry in Volume 1 of Certified Survey Maps on Page 292, as Document No. 303198; and part of the Southwest 1/4 of the Southwest 1/4, all in Section 24, Town 11 North, Range 19 East, City of West Bend, County of Washington, State of Wisconsin.

Tax Key No: 291 ###-###-####

Property Addresses: 1605, 1629, 1721, 1733, 1739 and 1801 S. Main Street, West Bend, Wisconsin, 53090

Which are all commonly known as The Pick ’n Save Center.