**Exhibit 10.469**

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**ASSIGNMENT AND ASSUMPTIONOF PURCHASE AND SALE AGREEMENT**

 

ThisASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) ismade and entered into this 22nd day of December, 2004 by Inland Real Estate Acquisitions, Inc., anIllinois Corporation, (“Assignor”), and Town Square Ventures, L.P., an Illinoislimited partnership, (“Assignee”).

 

**RECITALS**

 

A.            Southlake Venture East, L.P., SouthlakeVenture West, L.P., SL Venture West II, L.P., Southlake Central Venture, and SLCentral Venture II, L.P. (“Sellers”) and Assignor have previously entered intothat certain Amended and Restated Purchase Agreement dated as of November 5,2004 (the “Purchase Agreement”), relating to the sale of a certain retailproperty commonly known as Southlake Town Square located in Southlake, Texas.

 

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 00/100 Dollars ($10.00)and other good and valuable consideration in hand paid by Assignee to Assignor,the receipt and sufficiency of which are hereby acknowledged by Assignor, theparties hereby agree as follows:

 

1.                                       Recitals.  The foregoing recitals are, bythis reference, incorporated into the body of this Assignment as if the samehad been set forth in the body hereof in their entirety.

 

2.                                       Assignment and Assumption.  Assignorhereby assigns, conveys, transfers, and sets over to Assignee all of Assignor’sright, title, and interest in and to the Purchase Agreement.   Assignee hereby accepts the foregoingAssignment and assumes, and agrees to perform, all duties, obligations,liabilities, indemnities, covenants, and agreements of Assignor set forth inthe 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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INWITNESS WHEREOF, Assignor and Assignee have caused this Assignment to beexecuted as of the day and year first written above.

 

ASSIGNOR:

 

INLAND REAL ESTATEACQUISITIONS, INC.,An Illinois Corporation

 

 
| By:                                                           |   /s/ G. Joseph  Cosenza                                                                    |                                                                                      |
|---------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|
| Name:                                                         |  G. Joseph Cosenza                                                                               |                                                                                      |
| Title:                                                        |    President                                                                           |                                                                                      |
|                                                          |                                                                                                  |
|                                                          |                                                                                                  |
| ASSIGNEE:                                                     |                                                                                                  |
|                                                          |                                                                                                  |
| TOWN SQUARE VENTURES,  L.P., an Illinois  limited partnership |                                                                                                  |
|                                                          |                                                                                                  |
| By:                                                           | Western Town Square  Ventures GP, L.L.C., a  Delaware limited liability company, its  general partner |                                                                                      |
|                                                          |
|                                                          | 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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