**Exhibit 10.451**

 

ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

 

Forgood and valuable consideration the receipt and sufficiency of which is herebyacknowledged, the undersigned, INLAND REAL ESTATE ACQUISITIONS, INC., anIllinois corporation, (“Assignor”) hereby assigns to INLAND WESTERN PHOENIX19TH AVENUE, L.L.C., a Delaware limited liability company, (“Assignee”) all ofAssignor’s right, title and interest as a party to that certain Purchase andSale Agreement (the “Purchase Agreement”) by and between INLAND REAL ESTATEACQUISITIONS, INC., or its designees, (collectively, “Purchaser”), and FRC WESTPROPERTY, L.L.C., AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., andIDS PROPERTY CASUALTY INSURANCE COMPANY, (collectively, “Seller”), datedDecember 16, 2004 for purchase and sale of certain real property commonly knownas 20002 N. 19th Avenue, Phoenix, AZ (the “Property”).

 

By execution hereof by Assignee, Assignee for itself and its successorsand assigns hereby accepts the assignment and assumes all of the obligations ofAssignor under the Purchase Agreement with respect to the Property.

 

ThisAssignment is effective as of the 16 day of December, 2004.

 
| **ASSIGNOR:** | ** ** | INLAND REAL ESTATE  ACQUISITIONS, INC.,  an Illinois corporation                                                                                        |
|---------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |       |                                                                                                                                                    |
|          |       |                                                                                                                                                    |
|          |       | By:                                                                                                                                                     | /s/ G. Joseph Cosenza |   |
|          |       |                                                                                                                                                    | G. Joseph Cosenza |   |
|          |       | Its:                                                                                                                                                    | President |   |
|          |       |                                                                                                                                                    |   |   |
| **ASSIGNEE:** |       | INLAND WESTERN PHOENIX  19TH AVENUE,  L.L.C., a Delaware limited liability company  By: Inland Western Retail Real Estate Trust, Inc.,  its sole member |
|          |       |                                                                                                                                                    |
|          |       |                                                                                                                                                    |
|          |       | By:                                                                                                                                                     | /s/ G. Joseph Cosenza |   |
|          |       |                                                                                                                                                    |   |   |
|          |       | Its:  Authorized Representative                                                                                                                    |   |

 

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