**Exhibit 10.434**

 

**ASSIGNMENTOF CONTRACT**

 

This ASSIGNMENT OFCONTRACT (the “**Assignment**”) is made and enteredinto this **6TH****day of December, 2004 by INLAND REALESTATE ACQUISITIONS, INC., an Illinois corporation (“**Assignor**”)and INLAND WESTERN GREENVILLE FIVE FORKS, L.L.C., a Delaware limited liabilitycompany (“**Assignee**”).

 

        Assignor does hereby sell, assign, transfer, set over andconvey unto Assignee all of its right, title and interest as Purchase underthat certain agreement dated as of September 10, 2004, as amended, and enteredinto by Sun Life Assurance Company of Canada, a Canadian corporation, asSeller, and Assignor, as Purchaser (collectively, the “**Agreement**”),solely as the Agreement applies to the sale and purchase of the propertydescribed by the Agreement, located in Simpsonville, South Carolina, and knownas Five Forks Shopping Center.

 

Assignorrepresents and warrants that it is the Purchaser under the Agreement, and thatit has not sold, assigned, transferred, or encumbered such interest in any wayto any other person or entity. By acceptance hereof, Assignee accepts theforegoing Assignment and agrees, from and after the date hereof, to (i) performall of the obligations of Purchaser under the Agreement, and (ii) indemnify,defend, protect and hold Assignor harmless from and against all claims andliabilities arising under the Agreement.

 

 
|   | **ASSIGNOR:**                                                  |                  |
|--------|----------------------------------------------------------------|-----------------------|
|   |                                                           |                  |
|   | INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation |
|   |                                                           |                  |
|   | By:                                                            | /s/ G. Joseph Cosenza |   |
|   | Name:                                                          | G. JOSEPH  COSENZA    |
|   | Title:                                                         | President             |
|        |                                                                |                       |  |  |

 

 
|   | **ASSIGNEE:**                                                                        |                                                                                    |
|--------|--------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|
|   |                                                                                 |                                                                                    |
|   | INLAND WESTERN GREENVILLE, FIVE FORKS, 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:                                                                                  | Secretary |
|        |                                                                                      |                                                                                         |  |  |  |

 

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