**Exhibit 10.477**

 

**ASSIGNMENT**

 

ThisAssignment is made as of the23rd day of December, 2004 by **INLAND REAL ESTATEACQUISITIONS, INC.,** an Illinois corporation (“Assignor”) to and forthe benefit of **INLAND WESTERN PANAMA CITY, L.L.C.,**a Delaware limited liability company (“Assignee”).

 

Assignordoes hereby sell, assign, transfer, set over and convey unto Assignee all ofits right, title and interest as Buyer under into that certain Agreement ofSale for the purchase and sale of a Shopping Center dated as of November 19,2004, as amended and entered into by Kimco Panama City, LLC, a Delaware limitedliability company, as Seller, and Assignor, as Buyer (collectively, the “Agreement”),for the sale and purchase of the property described by the Agreement, locatedin Panama City, Florida.

 

Assignorrepresents and warrants that it is the Buyer under the Agreement, and that ithas not sold, assigned, transferred, or encumbered such interest in any way toany other person or entity. By acceptance hereof, Assignee accepts theforegoing assignment and agrees, from and**afterthe date hereof, to (i) perform all of the obligations of Buyer under theAgreement, and (ii) indemnify, defend, protect and hold Assignor harmless fromand against all claims and liabilities arising under the Agreement.

 

INWITNESS WHEREOF, Assignor and Assignee have executed this instrument as of thedate first written above.

 
| ** ** | **ASSIGNOR:**                                                                                |
|------------|----------------------------------------------------------------------------------------------|
|       |                                                                                         |
|       | INLAND REAL ESTATE  ACQUISITIONS, INC.  an Illinois corporation                              |
|       |                                                                                         |
|       | By:                                                                                          | /s/ Jason A. Lazarus |   |
|       | Name:                                                                                        |  Jason A. Lazarus |   |
|       | As Its:                                                                                      | V.P. |   |
|       |                                                                                         |
| ** ** | ** **                                                                                   |
| ** ** | **ASSIGNEE:**                                                                                |
| ** ** | ** **                                                                                   |
|       | INLAND WESTERN PANAMA  CITY, L.L.C.,  a Delaware limited liability company                   |
|       |                                                                                         |
|       | By: Inland Western  Retail Real Estate Trust, Inc.,  a Maryland corporation, its sole member |
|       |                                                                                         |
|       | By:                                                                                          | /s/ [ILLEGIBLE] |   |
|       | Name:                                                                                        | [ILLEGIBLE] |   |
|       | As Its:                                                                                      | [ILLEGIBLE] |   |
|            |                                                                                              |  |  |  |

 

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