**Exhibit10.485**

 

ASSIGNMENT

 

This Assignment is made as of the 29th day of December 2004by **INLAND REAL ESTATE ACQUISITIONS, INC.,**anIllinois corporation (“Assignor”) to and for the benefit of **INLAND WESTERN ACWORTH STILESBORO OAKS, L.L.C., andINLAND WESTERN CUMMING GREEN’S CORNER, L.L.C., and INLAND WESTERN COVINGTONNEWTON CROSSROADS, L.L.C.,**all****Delaware limitedliability companies (collectively, the “Assignee”).

 

Assignor does hereby sell, assign, transfer, set over and convey untoAssignee all of its right, title and interest as Buyer under that certainPurchase and Sale Agreement dated December 9, 2004, as amended and enteredinto by FFI AMERICAN MARKET FUND, L.P., a Georgia limited partnership, asseller, and Assignor, as Buyer (collectively, the “Agreement”), for the saleand purchase of the Stilesboro Oaks shopping center located in Cobb County,Georgia, and Green’s Corner shopping center located in Forsyth County, Georgia,and Newton Crossroads located in Newton County, Georgia as further described bythe Agreement,.

 

Assignor represents and warrants that it is the Buyer under theAgreement, and that it has not sold, assigned, transferred, or encumbered suchinterest in any way to any other person or entity. By acceptance hereof,Assignee accepts the foregoing assignment and agrees, from and after the datehereof, to (i) perform all of the obligations of Buyer under the Agreement, and(ii) indemnify, defend, protect and hold Assignor harmless from and against allclaims and liabilities arising under the Agreement.

 

IN WITNESS WHEREOF, Assignor and Assignee have executed this instrumentas of the date first written above.

 

 
|   | **ASSIGNOR:**                                                                          |
|--------|----------------------------------------------------------------------------------------|
|   |                                                                                   |
|   | INLAND REAL ESTATE ACQUISITIONS, INC.  an Illinois corporation                         |
|   |                                                                                   |
|   | By:                                                                                    | /s/ G. Joseph Cosenza |   |
|   | Name:                                                                                  | G. Joseph Cosenza |   |
|   | As Its:                                                                                | President |   |
|   |                                                                                   |
|   | **ASSIGNEE:**                                                                          |
|   |                                                                                   |
|   | INLAND WESTERN ACWORTH STILESBORO  OAKS, L.L.C., a Delaware limited liability  company |
|   |                                                                                   |
|   |                                                                                   | By: Inland Western Retail Real Estate  Trust,  Inc., a Maryland corporation |
|   |                                                                                   |
|   |                                                                                   | By: | /s/ [ILLEGIBLE] |   |
|   |                                                                                   | Name: | [ILLEGIBLE] |   |
|   |                                                                                   | As Its: | [ILLEGIBLE] |   |
|        |                                                                                        |  |  |  |  |  |  |

 

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|       | **ASSIGNEE:**                                                                              |
|------------|--------------------------------------------------------------------------------------------|
|       | ** **                                                                                 |
|       | INLAND WESTERN CUMMING GREEN’S  CORNER, L.L.C., a Delaware limited liability  company |
|       |                                                                                       |
|       |                                                                                       | By: Inland Western Retail Real Estate  Trust,  Inc., a Maryland corporation |
|       |                                                                                       |
|       |                                                                                       | By: | /s/ [ILLEGIBLE] |   |
|       |                                                                                       | Name: | [ILLEGIBLE] |   |
|       |                                                                                       | As Its: | [ILLEGIBLE] |   |
|       |                                                                                       |
|       |                                                                                       |
| ** ** | **ASSIGNEE:**                                                                              |
|       |                                                                                       |
|       | INLAND WESTERN COVINGTON NEWTON  CROSSROADS, L.L.C., a Delaware limited  liability company |
|       |                                                                                       |
|       |                                                                                       | By: Inland Western Retail Real Estate  Trust,  Inc., a Maryland corporation |
|       |                                                                                       |   |
|       |                                                                                       | By: | /s/ [ILLEGIBLE] |   |
|       |                                                                                       | Name: | [ILLEGIBLE] |   |
|       |                                                                                       | As Its: | [ILLEGIBLE] |   |
|            |                                                                                            |  |  |  |  |

 

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