**Exhibit 10.440**

 

**ASSIGNMENT****AND ASSUMPTION**

**OF PURCHASE AND SALE AGREEMENT**

 

ThisASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) ismade and entered into this          dayof December, 2004 by Inland Real Estate Acquisitions, Inc., an IllinoisCorporation, (“Assignor”), and Inland Western College Station Gateway LimitedPartnership, an Illinois limited partnership, (“Assignee”).

 

**RECITALS**

 

A.            P.T. Gateway, Ltd. (“Seller”) and Assignorhave previously entered into that certain Purchase and Sale Agreement dated asof October 22, 2004 (the “Purchase Agreement”), relating to the sale of acertain shopping center commonly known as Gateway Station Shopping Centerlocated in the City of College Station, 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, by this reference,incorporated into the body of this Assignment as if the same had been set forthin the body hereof in their entirety.

 

2.             Assignment and Assumption.  Assignor hereby assigns,conveys, transfers, and sets over to Assignee all of Assignor’s right, title,and interest in and to the Purchase Agreement. 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.  This document may be executed inany number of counterparts, each of which may be executed by any one or more ofthe parties hereto, but all of which must constitute one instrument and shallbe binding and effective when all parties hereto have executed at least onecounterpart.

 

4,             Successors.  This Assignment shall be binding upon and for the benefitof the parties hereto and their respective Successors and Assigns.

 

----

 

INWITNESS WHEREOF, Assignor and Assignee have caused this Assignment to beexecuted as of the day and year first written above.

** **
| ASSIGNOR:                                             |                                                          |
|-------------------------------------------------------|---------------------------------------------------------------|
| ** **                                            | ** **                                                    |
| INLAND  REAL ESTATE ACQUISITIONS, INC.,               | ** **                                                    |
| An  Illinois Corporation                              |                                                          |
|                                                  |                                                          |
|                                                  |                                                          |
| By:                                                   | /s/ Karen M. Kautz                                            |   |   |
| Name:                                                 | Karen M. Kautz                                                |   |   |
| Title:                                                |  Vice President                                          |   |   |
|                                                  |                                                          |
|                                                  |                                                          |
| ASSIGNEE:                                             |                                                          |
|                                                  |                                                          |
| INLAND WESTERN COLLEGE  STATION GATEWAY               |                                                          |
| LIMITED PARTNERSHIP, an  Illinois limited partnership |                                                          |
|                                                  |                                                          |
| By:                                                   | Inland Western College  Station Gateway GP, L.L.C., a         |   |
|                                                  | Delaware limited liability  company, its sole general partner |   |
|                                                  |                                                          |
|                                                  | By:                                                           | Inland Western Retail Real  Estate Trust, Inc., |   |
|                                                  | a Maryland corporation,  its sole member                      |   |
|                                                  |                                                          |
|                                                  | By:                                                           | /s/ Debra A. Palmer |   |   |
|                                                  | Name:                                                         | Debra A. Palmer |   |   |
|                                                  | Its:                                                          | Asst  Secretary |   |   |
|                                                       |                                                               |  |  |  |  |  |  |

 

2

----