Exhibit
10.8





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 LP,
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.




    1


     


    

 


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.


 


 


 


[remainder
of page intentionally
left blank]




    2


     


    

 


 


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 LP, LLC,

        a Pennsylvania limited liability company

	 	 	 	 	 
	 	By:	
        O’CONNOR/REALVEST SETTLERS RIDGE (LP) 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


 




    3


     


    

 


Exhibit
A


OWNERSHIP
INTERESTS


 





Limited
Partner of Settlers
Ridge, L.P., a
Pennsylvania limited partnership
- 99%


partnership
interest