**Exhibit 10.446**

 

**ASSIGNMENTOF CONTRACT**

 

This ASSIGNMENT OF CONTRACT (the “**Assignment**”) is made and entered into this         day of December, 2004 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinoiscorporation (“**Assignor**”) and INLAND WESTERNAVONDALE MCDOWELL, L.L.C., a Delaware limited liability company (“**Assignee**”).

 

Assignor does hereby sell, assign, transfer,set over and convey unto Assignee all of its right, title and interest asPurchaser under that certain agreement dated as of August     , 2004, as amended, and entered into by Gateway Pavilions, L.L.C., an Arizonalimited liability company, as Seller, and Assignor, as Purchaser (collectively,the “**Agreement**”), with respect to the saleand purchase of the property described by the Agreement, located in Avondale,Arizona, and known as Gateway Pavilions Shopping Center.

 

Assignor represents and warrants that it isthe Purchaser under the Agreement, and that it has not sold, assigned,transferred, or encumbered such interest in any way to any other person orentity. By acceptance hereof, Assignee accepts the foregoing Assignment andagrees, from and after the date hereof, to (i) perform all of the obligationsof Purchaser under the Agreement, and (ii) indemnify, defend, protect and holdAssignor harmless from and against all claims and liabilities arising under theAgreement.

 
|       | **ASSIGNOR:**                                                                    |
|------------|----------------------------------------------------------------------------------|
|       |                                                                             |
|       | INLAND REAL ESTATE ACQUISITIONS, INC., an   Illinois corporation                 |
|       |                                                                             |
|       | By:                                                                              | /s/ Mark Youngman |   |
|       | Name:                                                                            | Mark Youngman |   |
|       | Title:                                                                           | Vice President |   |
|       |                                                                             |
| ** ** | ** **                                                                       |
| ** ** | **ASSIGNEE:**                                                                    |
|       |                                                                             |
|       | INLAND WESTERN AVONDALE MCDOWELL,   L.L.C., a Delaware limited liability company |
|       |                                                                             |
|       | By:                                                                              | Inland Western Retail Real Estate Trust,  Inc., a Maryland corporation, its sole member |
|       |                                                                             |   |   |
|       |                                                                             | By: | /s/ Debra A. Palmer |   |
|       |                                                                             | Name: | Debra A. Palmer |   |
|       |                                                                             | Title: | Ass't Secretary |   |
|            |                                                                                  |  |  |  |  |

 

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