Exhibit 10.7


 


WHEN RECORDED RETURN TO:


 


Janet Wagner, Esq.


LATIMER LEVAY FYOCK LLC


55 W. Monroe Street, Suite 1100


Chicago, IL 60603


(LLF File No. 72001-241)


 


Property Address:


300 Cormorant
Place


Frederick, MD
21701


(Frederick County)


 


Tax Map No(s):


 


ASSIGNMENT
OF LEASES AND RENTS


 


A.THIS
ASSIGNMENT OF LEASES AND RENTS (as the same may from time to time hereafter be modified, supplemented or amended, this
“Assignment of Leases”), made as of September 30, 2015 by IRESI Frederick Market Square, L.L.C., a Delaware
limited liability company (“Assignor”), having a mailing address at 2901 Butterfield Road, Oak Brook, Illinois
60523, to PARKWAY BANK AND TRUST COMPANY, an Illinois banking corporation, having a principal place of business and mailing address
at 4800 N. Harlem Avenue, Harwood Heights, IL 60706, (“Lender”).


 


W I T N E S S
E T H THAT:


 


B.WHEREAS,
Assignor is justly indebted to Lender for money borrowed (the “Loan”) in the original principal sum of Forty-Five
Million Seven Hundred Fifty Thousand and 00/100 Dollars ($45,750,000.00) (the “Loan Amount”). To evidence and
secure the Loan, Assignor has made and delivered to Lender that certain Loan Agreement of even date herewith (as may be modified,
amended, supplemented, extended or consolidated in writing, the “Loan Agreement”), that certain Secured Promissory
Note of even date herewith (as may be modified, amended, supplemented, extended or consolidated in writing, and any note(s) issued
in exchange therefor or replacement thereof, the “Note”) in the Loan Amount, payable as provided for in the
Note, with interest as therein expressed, and Assignor has executed and delivered a Deed of Trust, Security Agreement, Assignment
of Rents and Fixture Filing (the “Deed of Trust”) bearing the aforesaid date to secure the Note and creating a lien
on Assignor’s interest in certain real estate in the County of Frederick, State of Maryland, more particularly described
in Exhibit A attached hereto and made a part hereof, including but not limited to the Improvements now or hereafter thereon
and the easements, rights and appurtenances thereunto belonging, all as more particularly described in the Deed of Trust and hereinafter
called the “Premises”.




    1 


     


    

C.WHEREAS,
Assignor is the lessor or successor in interest to the lessor under those certain written leases covering the Premises and Assignor
may hereafter make other leases of the Premises or parts thereof.


 


D.WHEREAS,
Lender has required the assignment hereafter made as a condition to making the Loan.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:


 


	Assignor does
hereby absolutely and directly (and not merely collaterally) assign, bargain, sell, transfer, convey, hypothecate, set over and
deliver unto Lender, all rights of the lessor under the leases described above and all other leases, tenancies, rental arrangements,
subleases, and guarantees of the performance or obligations of any tenants thereunder affecting the Premises, or any part thereof,
now existing or which may be executed at any time in the future during the life of this Assignment of Leases, and all amendments,
extensions and renewals of said leases, subleases, and guarantees and any of them, all of which are hereinafter called the “Leases,”
and all rents or other income or payments, regardless of type or source of payment (including but not limited to common area maintenance
charges, lease termination payments, purchase option payments, refunds of any type, prepayment of rents, settlements of litigation,
or settlements of past due rents) which may now or hereafter be or become due or owing under the Leases, and any of them, or on
account of the use of the Premises, all of which are hereinafter called the “Rents”. It is intended hereby
to establish a present and complete transfer and direct and absolute assignment of all the Leases and all rights of the lessor
thereunder and all the Rents unto Lender, with the right, but without the obligation, to collect all of said Rents, which may
become due during the life of this Assignment of Leases. Assignor agrees to deposit with Lender copies of all Leases of all or
any portion of the Premises.



 


	Assignor hereby
appoints Lender the true and lawful attorney of Assignor with full power of substitution and with power for it and in its name,
place and stead, to demand, collect, give receipts and releases for any and all Rents herein assigned which may be or become due
and payable by the lessees and other occupants of the Premises, and at its discretion to file any claim or take any other action
or proceeding and make any settlement of any claims, either in its own name or in the name of Assignor or otherwise, which Lender
may deem necessary or desirable in order to collect and enforce the payment of any and all Rents. Lessees of the Premises, or
any part thereof, are hereby expressly authorized and directed to pay all Rents herein assigned to Lender or such nominee as Lender
may designate in writing delivered to and received by such lessees who are expressly relieved of any and all duty, liability or
obligation to Assignor in respect of all payments so made.



 



    2 


     


    




Lender
is hereby vested with full power to use all measures, legal and equitable, whether in person, by agent or by a receiver deemed
by it necessary or proper to enforce this Assignment of Leases, including the right, subject to the rights of tenants under the
Leases or any subleases, to enter upon the Premises, or any part thereof and take possession thereof forthwith to effect the cure
of any default on the part of Assignor as lessor in any of the Leases or with or without taking possession of the Premises, to
collect the Rents assigned hereunder all without regard to the adequacy of any security for the Indebtedness secured by the Loan
Documents.


 


	Assignor hereby
grants full power and authority to Lender to exercise all rights, privileges and powers herein granted at any and all times hereafter,
without notice to Assignor, with full power to use and apply all of the Rents assigned hereunder as specified in the Loan Documents.



 


	Notwithstanding
any provision herein to the contrary, prior to an Event of Default, Lender hereby grants to Assignor the license to enforce all
provisions contained in the Leases and collect and use (subject to the terms and conditions of the Loan Documents), all Rents,
as the same become due and payable, but in any event for not more than one calendar month in advance. Assignor shall render such
accounts of collections as Lender may reasonably require. The license herein granted to Assignor shall terminate immediately and
automatically, without further action or documentation, upon an Event of Default; and upon written Notice of Assignor’s
Event of Default at any time hereafter given by Lender to any lessee, all Rents thereafter payable and all agreements and covenants
thereafter to be performed by any such lessee shall be paid and performed by such lessee directly to Lender in the same manner
as if the above license had not been granted, without prosecution of any legal or equitable remedies under the Deed of Trust.
Any lessee of the Premises or any part thereof is authorized and directed to pay to Assignor any Rent herein assigned currently
for not more than one calendar month in advance, and any payment so made prior to receipt by such lessee of the aforementioned
notice shall constitute a full acquittance to lessee therefor.





    3 


     


    

 


	Lender shall
be under no obligation to enforce any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations
of the lessor under any of the Leases and does not assume any of the liabilities in connection with or arising out of the covenants
and agreements of Assignor in the Leases; and Assignor covenants and agrees that it will faithfully perform all of the obligations
imposed under any and all of the Leases. All Security Deposits collected by Assignor shall be maintained in accordance with all
applicable legal requirements and, if cash, shall be deposited by Assignor at a federally insured institution reasonably satisfactory
to Lender. Except to the extent that the same is caused solely as a result of Lender’s gross negligence or willful misconduct,
should Lender incur any liability, loss or damage under the Leases or under or by reason of this Assignment of Leases, or in the
defense of any claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings
on its part to perform or discharge any of the terms, covenants or agreements contained in any of the Leases, the amount thereof,
including costs, expenses and reasonable attorneys’ fees and costs, including reasonable attorneys’ fees and costs
on appeal, shall be added to the Indebtedness secured by the Deed of Trust. Nothing herein contained shall be construed as constituting
Lender a “mortgagee in possession” in the absence of the taking of actual possession.



 


	This Assignment
of Leases shall not operate to place responsibility for the control, care, management or repair of the Premises, or parts thereof,
upon Lender nor shall it operate to make Lender liable for the carrying out of any of the terms and conditions of any of the Leases,
or for any waste of the Premises by the lessees under any of the Leases or any other party, or for any dangerous or defective
condition of the Premises or for any negligence in the management, upkeep, repair or control thereof resulting in loss or injury
or death to any lessee, licensee, employee or stranger.



 


	Provided there
has been no Event of Default under the Loan Documents, any amounts collected hereunder by Lender which are in excess of those
applied to pay in full the aforesaid liabilities and Indebtedness at the time due shall be promptly paid to Assignor.





    4 


     


    

 


	Assignor covenants
not to make any transfer or assignment of the Leases and Rents or other amounts payable thereunder, or attempt to pledge, assign
or encumber any of the Leases or Rents or other amounts payable thereunder other than to Lender hereunder, or convey or transfer
or suffer a conveyance or transfer of the Premises or of any interest therein so as to effect, directly or indirectly, a merger
of the estates and rights of, or a termination or diminution of the obligations of any lessee thereunder. Assignor further covenants
to deliver to Lender, promptly upon receipt thereof, copies of any and all demands, claims and notices of default received by
Assignor from any lessee under any of the Leases assigned herein. Assignor shall keep and perform all terms, conditions and covenants
required to be performed by Assignor under the Leases, and shall enforce the Leases and all remedies available to Assignor against
the lessees thereunder in case of default under the Leases by lessees.



 


	Upon payment
in full of the principal sum, interest and other Indebtedness secured hereby, and by any other documents which secure the Note,
this Assignment of Leases shall be and become null and void; otherwise, it shall remain in full force and effect as herein provided
and, with the covenants, warranties and power of attorney herein contained, shall inure to the benefit of the heirs, successors
and assigns of Lender, and shall be binding upon Assignor, and its heirs and permitted successors and assigns.



 


	Following
the occurrence of an Event of Default, Lender may as attorney-in-fact or agent of Assignor or in its own name as Lender and under
the powers granted herein and in the Deed of Trust extend, modify, or terminate (to the extent permitted by law or the terms of
the specific Lease) any then existing Leases or subleases and make new Leases, which extensions, modifications or new Leases may
provide for terms to expire, or for options to lessees to extend or renew terms to expire, beyond the Maturity Date and the issuance
of a deed or deeds to a purchaser or purchasers at a foreclosure sale, it being understood and agreed that any such Leases, and
the options or other such provisions to be contained therein, shall be binding upon Assignor and all persons whose interests in
the Premises are subject to the lien of the Deed of Trust and shall be binding also upon the purchaser or purchasers at any foreclosure
sale, notwithstanding any redemption from sale, discharge of the Indebtedness secured by the Deed of Trust, satisfaction of any
foreclosure decree, or issuance of any certificate of sale or deed to any purchaser



 


	It is understood
and agreed that this Assignment of Leases shall become effective concurrently with the Note and the Deed of Trust.





    5 


     


    

 


		12.	THE
                                         LOAN DOCUMENTS AND THE PARTIES’ RIGHTS AND OBLIGATIONS THEREUNDER SHALL IN ALL
                                         RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
                                         STATE OF ILLINOIS (WITHOUT GIVING EFFECT TO ILLINOIS’ PRINCIPLES OF CONFLICTS OF
                                         LAW), EXCEPT TO THE EXTENT (A) OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY
                                         TO THE CREATION AND PERFECTION OF SECURITY INTERESTS AND THE ENFORCEMENT OF LENDER’S
                                         REMEDIES WITH RESPECT THERETO, WHICH MATTERS SHALL BE GOVERNED BY THE LAWS OF THE STATE
                                         OF MARYLAND, AND (B) THAT THE LAWS OF THE UNITED STATES OF AMERICA AND ANY RULES,
                                         REGULATIONS, OR ORDERS ISSUED OR PROMULGATED THEREUNDER, APPLICABLE TO THE AFFAIRS AND
                                         TRANSACTIONS ENTERED INTO BY LENDER, OTHERWISE PREEMPT THE LAWS OF THE STATE OF MARYLAND
                                         OR ILLINOIS LAW; IN WHICH EVENT SUCH FEDERAL LAW SHALL CONTROL.



 


	It is the
intention of Lender and Assignor that the assignment effectuated by this Assignment of Leases with respect to the Rents and other
amounts due under the Leases shall be a direct, absolute and currently effective assignment and shall not constitute merely the
granting of a lien, collateral assignment or a security interest or pledge for the purpose of securing the Indebtedness secured
by the Deed of Trust and is effective whether or not a default occurs hereunder or under the Loan Documents. In the event that
a court of competent jurisdiction determines that, notwithstanding such expressed intent of the parties, Lender’s interest
in the Rents or other amounts payable under the Leases constitutes a lien on or security interest in or pledge thereof, it is
agreed and understood that the forwarding of a notice to Assignor after the occurrence of an Event of Default, advising Assignor
of the revocation of Assignor’s license to collect such Rents shall be sufficient action by Lender to (i) perfect such lien
on or security interest in or pledge of the Rents, (ii) take possession thereof and (iii) entitle Lender to immediate
and direct payment of the Rents for application as provided in the Loan Documents, all without the necessity of any further action
by Lender, including, without limitation, any action to obtain possession of the Land, Improvements or any other portion of the
Premises. Notwithstanding the direct and absolute assignment of the Rents, there shall be no pro tanto reduction of
any portion of the Indebtedness secured by the Deed of Trust except with respect to Rents actually received by Lender and applied
by Lender toward payment of such Indebtedness. Any assignment of a security interest in Security Deposits is subject to the rights
of tenants in such Security Deposits as provided under the terms of the Leases.





    6 


     


    

 


	Without limitation
of the absolute nature of the assignment of the Rents hereunder, Assignor and Lender agree that (i) this Assignment of Leases
shall constitute a “security agreement” for purposes of 11 U.S.C. Section 552(b), (ii) the security interest created
by this Assignment of Leases extends to property of Assignor acquired before the commencement of a case in bankruptcy and to all
amounts paid as Rents and (iii) such security interest shall extend to all Rents acquired by the estate after the commencement
of any case in bankruptcy. Without limitation of the absolute nature of the assignment of the Rents, to the extent Assignor (or
Assignor’s bankruptcy estate) shall be deemed to hold any interest in the Rents after the commencement of a voluntary or
involuntary bankruptcy case, Assignor hereby acknowledges and agrees that such Rents are and shall be deemed to be “cash
collateral” under Section 363 of the Bankruptcy Code. Assignor may not use the cash collateral without the consent of Lender
and/or an order of any bankruptcy court pursuant to 11 U.S.C. 363(c)(2), and Assignor hereby waives any right it may have to assert
that such Rents do not constitute cash collateral. No consent by Lender to the use of cash collateral by Assignor shall be deemed
to constitute Lender’s approval, as the case may be, of the purpose for which such cash collateral was expended.



 


	Assignor acknowledges
and agrees that, upon recordation of this Assignment of Leases, Lender’s interest in the Rents shall be deemed to be fully
perfected, “choate” and enforced as to Assignor and all third parties, including, without limitation, any subsequently
appointed trustee in any case under the Bankruptcy Code, without the necessity of (i) commencing a foreclosure action with respect
to this Assignment of Leases, (ii) furnishing notice to Assignor or tenants under the Leases, (iii) making formal demand for the
Rents, (iv) taking possession of the Premises as a lender-in-possession, (v) obtaining the appointment of a receiver of the Rents
and profits of the Premises, (vi) sequestering or impounding the Rents, or (vii) taking any other affirmative action.



 


	Notwithstanding
anything in this Assignment of Leases to the contrary, Lender may, upon written Notice to Assignor, elect to (i) exclude
from the assignment provided in this Assignment of Leases any of the Leases as specified in such notice so that the interest under
such indicated Lease is not assigned to Lender, (ii) subordinate the lien and other terms and provisions of the Deed of Trust
to any of the Leases as indicated in said notice and/or (iii) require Assignor to use best efforts to obtain a non-disturbance
and attornment agreement, in form and substance approved by Lender, from any of the lessees under any of the Leases as indicated
in said notice.





    7 


     


    

 


	The rights
and remedies of Lender hereunder are cumulative and are not in lieu of, but are in addition to, any rights or remedies which Lender
shall have under the Note, Deed of Trust or any other instrument or document or under applicable law, and the exercise by Lender
of any rights and remedies herein contained shall not be deemed a waiver of any other rights or remedies of Lender, whether arising
under the Loan Agreement, the Note, the Deed of Trust or otherwise, each and all of which may be exercised whenever Lender deems
it in its interest to do so.



 


	Each Notice
which any party hereto may desire or be required to give to the other shall be given in accordance with the provisions of the
Loan Agreement.



 


	If
this Assignment of Leases is executed by more than one Person as Assignor, all obligations
and agreements of Assignor are joint and several.



 


	Capitalized
terms used herein and not otherwise defined shall have those meanings given to them in the Loan Agreement.



 


	AFTER CONSULTING
WITH COUNSEL AND CAREFUL CONSIDERATION, ASSIGNOR AND LENDER (BY ITS ACCEPTANCE HEREOF) KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS ASSIGNMENT OF LEASES
OR ANY OTHER INSTRUMENT OR AGREEMENT BY WHICH THIS ASSIGNMENT OF LEASES IS, OR MAY HEREAFTER BE, SECURED, OR OUT OF ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF ASSIGNOR OR LENDER. THIS WAIVER IS A MATERIAL INDUCEMENT
TO THE LENDER'S ACCEPTANCE OF THIS ASSIGNMENT OF LEASES.



 


(Signature on
next page)




    8 


     


    

IN
WITNESS WHEREOF, Assignor has caused this Assignment of Leases and Rents to be duly executed and delivered as of the date first
hereinabove written.


 


	 	 	IRESI FREDERICK MARKET SQUARE,
        L.L.C.,

        a Delaware limited liability
        company

	 	 	 	 	 	 
	 	 	By:	Inland Residential Operating Partnership, L.P., a Delaware
    limited partnership, its sole member
	 	 	 	 	 	 
	 	 	 	By:	Inland Residential Properties
        Trust, Inc.,

        a Delaware corporation, its
general partner

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


 


 


The State of
Illinois}


County of DuPage }


 


I,
Susan Metzler, a Notary Public in and for said County in said State, hereby certify that David Z. Lichterman, who is Vice President,
Treasurer & CAO of Inland Residential Properties Trust, Inc., a Delaware corporation, being the general partner of Inland
Residential Operating Partnership, L.P., a Delaware limited partnership, as the sole member of IRESI Frederick Market Square,
L.L.C., a Delaware limited liability company, who has signed to the foregoing conveyance and who is known to me, acknowledged
before me on this day that, being informed of the contents of the conveyance, he/she, as such officer and with full authority,
executed the same voluntarily for and as the act of said limited liability company.


 


			Given under
                                         my hand this 28th day of September, 2015.



 


	 	 	/s/ Susan Metzler
	 	 	Notary Public
	My Commission Expires:	 	 
	 	 	 





 




    9 


     


    

MARYLAND
ATTORNEY CERTIFICATE


 


In accordance with Section 3-104(f)
of the Real Property Article, Annotated Code of Maryland, as amended, I hereby certify I am an attorney admitted to practice before
the Court of Appeals of Maryland, and that the attached Instrument was prepared by me or under my supervision.


 


/s/ Richard J. Melnick                 


 


Printed Name: Richard J. Melnick




    10 


     


    

EXHIBIT
A


 


LEGAL DESCRIPTION


 


 


All that certain lot or parcel of
land together with all improvements thereon located and being in the County of Frederick, Maryland and being more particularly
described as follows:


 


Fee simple parcel:


 


Lot MF-1 and Lot MF-2, as shown on
plat entitled " 'Market Square at Frederick' —Lots MF-1, MF-2 and Neighborhood Pool and Community Amenity Lot"
recorded in Plat Book 92 at Pages 46 and 47, among the Land Records of Frederick County, Maryland.


 


Leasehold parcel:


 


Neighborhood
Pool and Community Amenity Lot, as shown on plat entitled " 'Market Square at Frederick' — Lots MF-1, MF-2 and Neighborhood
Pool and Community Amenity Lot" recorded in Plat Book 92 at Pages 46 and 47, among the Land Records of Frederick County,
Maryland.


 


 


Property Address: 300 Cormorant Place,
Frederick, Maryland 21701


 


Tax Map No(s):