Exhibit 10.7


 


 


ASSIGNMENT
OF PARTNERSHIP INTEREST


 


 


THIS
ASSIGNMENT OF PARTNERSHIP INTEREST (this
"Assignment") dated as
of the 1st day
of October, 2015,
by and between
CBL/SETTLERS RIDGE GP, LLC
("Assignor") and INLAND REAL
ESTATE INCOME TRUST, INC. ("Assignee").


 


WHEREAS,
Assignor and Assignee's
predecessor in interest entered
into that certain Purchase
and Sale Agreement
and Escrow Instructions
dated as of August 21, 2015, as amended
and assigned, (the "Agreement"), for the
sale and purchase of certain "Ownership
Interests" (as more particularly described
in Exhibit A attached here).


 


WHEREAS, Assignor
desires to assign,
transfer, set over
and deliver to
Assignee all of Assignor's right,
title and interest
in and to
the Ownership Interests as hereinafter
provided; and


 


WHEREAS, Assignee
desires to accept the assignment and assume the
duties and obligations of Assignor
with respect to
the Ownership Interests.


 


NOW,
THEREFORE, in accordance
with the Agreement
and in consideration
of the sum of
Ten Dollars ($10.00), the
sufficiency and receipt of which are hereby acknowledged, the parties do
hereby covenant and
agree as follows and
take the following actions:


 


1.Assignor
does hereby assign,
transfer, set over
and deliver unto
Assignee all of the
Assignor's right, title and
interest, in and to, all of its right, title
and interest in and to the Ownership Interests. Assignor hereby agrees that such assignment is and shall
be irrevocable, unconditional and shall survive and shall not be affected by the subsequent dissolution, bankruptcy or
insolvency of Assignor.




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2.Assignee
hereby accepts the
foregoing assignment of
the Ownership Interests
and hereby assumes all
duties and obligations
of Assignor with
respect to the Ownership Interests,
to the extent such
duties and obligations arise or
accrue from and after the date of
this Assignment. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all Claims
asserted against or incurred by Assignor
as a result of any acts
or omissions, which arise or accrue after the date of this Assignment, in connection
with the Ownership Interests. "Claims" means claims, demands, causes of action, losses, damages, liabilities,
judgments, costs and expenses (including,
without limitations, reasonable attorneys' fees,
whether suit is instituted or not). Notwithstanding
anything to the contrary contained herein, during the Property Representations
Survival Period (as such term is defined in the Agreement), Assignor shall defend, indemnify and hold Assignee harmless from and
against any and all Claims (i) for personal injury which are covered by Assignor's insurance resulting from events occurring during
the period of ownership by O'Connor/RealVest
Retail Holding Company LLC beginning on December 17, 2010, and (ii) made by
Barnes & Noble Booksellers, Inc., or its successors and/or assigns ("B&N
Tenant"), with respect to Assignor's incorrect
billing of B&N Tenant's pro rata share of the real property taxes
and assessments for years prior to calendar year 2015; provided, however,
that in each case of clauses (i) and
(ii) above, Assignor's liability under this defense, indemnity and hold harmless agreement
shall be limited to the amount of, and recoverable only out of, the Holdback (as such term is defined in the Agreement).


 


3.This
Assignment is made
without any express
or implied warranty
of any kind, expect
as explicitly set
forth in the Agreement.


 


4.This
Assignment shall be
(a) binding upon, and
inure to the
benefit of, the
parties to this Assignment
and their respective successors
and assigns, and (b)
construed in accordance with the laws of the
Commonwealth of Pennsylvania, without
regard to the application of choice
of law principles.


 


5.This
Assignment may be
executed in several
counterparts, each of
which shall constitute an original
and all of
which together shall
constitute one and the same
instrument.


 


 


 


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IN
WITNESS WHEREOF, this
Assignment has been
signed, sealed and
delivered by the
parties as of the
date first above written.


 


	 	
        ASSIGNOR:

         

        CBL/SETTLERS RIDGE GP, LLC,

        a Pennsylvania limited liability company

	 	 	 	 	 
	 	By:	
        O’CONNOR/REALVEST SETTLERS RIDGE (GP) LLC,

        a Delaware limited liability company,

        its sole member

	 	 	 	 	 
	 	 	By:	
        O’CONNOR/REALVEST RETAIL HOLDING

        COMPANY LLC, a Delaware limited liability

        company, its sole member

	 	 	 	 	 
	 	 	 	By:	
        OC-RV RETAIL LLC,

        a Delaware limited liability company,

        its managing member

	 	 	 	 	 
	 	 	 	 	By:	/s/ William Q. O’Connor
	 	 	 	 	Name:	William Q. O’Connor
	 	 	 	 	Title:	President
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
        ASSIGNEE:

         

        INLAND REAL ESTATE INCOME TRUST, INC.,

        a Maryland corporation

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


 


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Exhibit
A


OWNERSHIP
INTERESTS


 


General
Partner of Settlers
Ridge, L.P., a
Pennsylvania limited partnership
- 1%


partnership
interest