**Exhibit10.483**

 

**ASSIGNMENTAND ASSUMPTIONOF PURCHASE AND SALE AGREEMENT**

 

This ASSIGNMENT AND ASSUMPTION OF PURCHASEAND SALE AGREEMENT (this “Assignment”) is made and entered into this              dayof December, 2004 by Inland Real Estate Acquisitions, Inc., an IllinoisCorporation, (“Assignor”), and Inland Western Mesa Fiesta, L.L.C., a Delawarelimited liability company, (“Assignee”).

 

**RECITALS**

 

A.                                   VV Arizona, L.P. (“Seller”) and Assignor havepreviously entered into that certain Agreement of Purchase and Sale dated as ofDecember 7, 2004 (the “Purchase Agreement”), relating to the sale of acertain shopping center commonly known as Mesa Fiesta Shopping Center locatedin the City of Mesa, Arizona.

 

B.                                     Assignor desires to assign its interest inand to the Purchase Agreement to Assignee upon the terms and conditionscontained herein.

 

NOW, THEREFORE, in consideration of the receipt of ten and 00/100Dollars ($10.00) and other good and valuable consideration in hand paid byAssignee to Assignor, the receipt and sufficiency of which are herebyacknowledged by Assignor, the parties hereby agree as follows:

 

1.                                       Recitals. The foregoing recitals are, by this reference, incorporated into thebody of this Assignment as if the same had been set forth in the body hereof intheir entirety.

 

2.                                       Assignment and Assumption. Assignor hereby assigns, conveys, transfers, and sets over to Assigneeall of Assignor’s right, title, and interest in and to the PurchaseAgreement.  Assignee hereby accepts theforegoing Assignment and assumes, and agrees to perform, all duties,obligations, liabilities, indemnities, covenants, and agreements of Assignorset forth in the Purchase Agreement.

 

3.                                       Counterparts.  Thisdocument may be executed in any number of counterparts, each of which may beexecuted by any one or more of the parties hereto, but all of which mustconstitute one instrument and shall be binding and effective when all partieshereto have executed at least one counterpart.

 

4.                                       Successors.  This Assignment shall bebinding upon and for the benefit of the parties hereto and their respectiveSuccessors and Assigns.

 

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IN WITNESS WHEREOF, Assignorand Assignee have caused this Assignment to be executed as of the day and yearfirst written above.

 
| ASSIGNOR:                                                                  |
|----------------------------------------------------------------------------|
|                                                                       |
| INLAND REAL ESTATE  ACQUISITIONS, INC.,  An Illinois Corporation           |
|                                                                       |
|                                                                       |
| By:                                                                        | /s/ G. Joseph Cosenza |   |
| Name:                                                                      | G. Joseph Cosenza |   |
| Title:                                                                     | President |   |
|                                                                       |
|                                                                       |
| ASSIGNEE:                                                                  |
|                                                                       |
| INLAND WESTERN MESA  FIESTA, L.L.C.,  a Delaware limited liability company |
|                                                                       |
| By:                                                                        | Inland Western Retail Real  Estate Trust, Inc.,  a Maryland corporation, its sole member |
|                                                                       |   |
|                                                                       | By: | /s/ Valerie Medina |   |
|                                                                       | Name: | Valerie Medina |   |
|                                                                       | Title: | Asst. Secretary |   |
|                                                                            |  |  |  |  |  |

 

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