Inland Real Estate Income Trust (INRE) 8-K Entry into a Material Definitive Agreement

Exhibit 10.7

ASSIGNMENTOFPARTNERSHIPINTEREST

THISASSIGNMENT OFPARTNERSHIP INTEREST(this"Assignment")datedasof the1stdayofOctober,2015,byandbetweenCBL/SETTLERS RIDGEGP,LLC("Assignor")and INLANDREALESTATE INCOMETRUST, INC.("Assignee").

WHEREAS,AssignorandAssignee'spredecessorin interestenteredintothatcertain PurchaseandSaleAgreementandEscrowInstructionsdatedas ofAugust 21, 2015, as amended andassigned, (the"Agreement"),for thesale and purchase ofcertain"OwnershipInterests"(as more particularlydescribedinExhibitA attachedhere).

WHEREAS, Assignordesirestoassign,transfer,setoveranddelivertoAssigneeallof Assignor's right,titleandinterestinandtotheOwnership Interestsas hereinafter provided; and

WHEREAS, Assignee desiresto accept the assignment and assume theduties and obligationsofAssignorwithrespecttotheOwnershipInterests.

NOW,THEREFORE,inaccordancewiththeAgreementandinconsiderationofthesum ofTen Dollars ($10.00),thesufficiency and receipt of which are hereby acknowledged, the partiesdoherebycovenantandagreeas followsandtakethe following actions:

1. Assignordoesherebyassign,transfer,setoveranddeliveruntoAssigneeallof theAssignor's right,titleandinterest,in and to, all of its right, titleand interest in and to the Ownership Interests. Assignor hereby agrees that such assignment is and shallbe irrevocable, unconditional and shall survive and shall not be affected by the subsequent dissolution, bankruptcy orinsolvency ofAssignor.

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2. AssigneeherebyacceptstheforegoingassignmentoftheOwnershipInterestsand herebyassumesalldutiesandobligationsofAssignorwithrespectto theOwnership Interests, to theextentsuchduties and obligationsariseoraccruefrom andafter the date ofthis Assignment. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all Claimsasserted againstor incurred byAssignor as a resultofany actsoromissions, 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 suitis instituted or not). Notwithstandinganything 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 periodofownership by O'Connor/RealVest Retail Holding Company LLCbeginning on December 17, 2010, and (ii) made byBarnes & Noble Booksellers, Inc., or its successors and/orassigns("B&N Tenant"),withrespect to Assignor'sincorrect billing of B&NTenant's pro rata share of the real property taxesand assessments for years prior to calendaryear 2015; provided, however,thatin each case ofclauses (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. ThisAssignmentismadewithoutanyexpressorimpliedwarrantyofanykind, expectasexplicitlysetforthinthe Agreement.

4. ThisAssignmentshallbe(a)binding upon,andinuretothebenefitof,theparties tothisAssignmentandtheir respectivesuccessorsandassigns, and(b)construed in accordance with the laws oftheCommonwealth ofPennsylvania, withoutregard totheapplication of choice of lawprinciples.

5. ThisAssignmentmaybeexecutedinseveralcounterparts,eachofwhichshall constitutean originalandallofwhichtogethershallconstituteone andthe sameinstrument.

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INWITNESSWHEREOF,thisAssignmenthasbeensigned,sealedanddeliveredbytheparties asofthedatefirstabove 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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ExhibitA

OWNERSHIPINTERESTS

GeneralPartnerofSettlersRidge,L.P.,aPennsylvanialimitedpartnership -1%

partnershipinterest