**Exhibit 10.471**

 

**ASSIGNMENT AND ASSUMPTION**

**OF AGREEMENT TO ADMIT PARTNERS**

 

This ASSIGNMENT AND ASSUMPTION OF AGREEMENT TO ADMIT PARTNERS (this “Assignment”)is made and entered into this 22nd day of December, 2004 by InlandReal Estate Acquisitions, Inc., an Illinois Corporation, (“Assignor”), andWestern Town Square Ventures LP, L.L.C., a Delaware limited liability companyand Western Town Square Ventures GP, L.L.C., a Delaware limited liabilitycompany, (“Assignees”).

 

**RECITALS**

 

A.                                   C&SSouthlake Capital Partners I, L.P., a Texas limited partnership (the “Partnership”),Cooper & Stebbins, L.P., a Texas limited partnership and CS Southlake,L.L.C., a Texas limited liability company (the “Existing Partners”), andAssignor have previously entered into that certain Agreement to Admit Partnerdated as of November 5, 2004 (the “Agreement”), relating to the sale of acertain retail property commonly known as Southlake Town Square located inSouthlake, Texas.

 

B.                                     Assignordesires to assign its interest in and to the Agreement to Assignees upon theterms and conditions contained herein.

 

NOW, THEREFORE, in consideration of the receipt of ten and 00/100Dollars ($10.00) and other good and valuable consideration in hand paid byAssignees to Assignor, the receipt and sufficiency of which are herebyacknowledged by Assignor, the parties hereby agree as follows:

 

1.                                       Recitals.  The foregoing recitals are, by thisreference, incorporated into the body of this Assignment as if the same hadbeen set forth in the body hereof in their entirety.

 

2.                                       Assignmentand Assumption.  Assignor herebyassigns, conveys, transfers, and sets over to Assignees all of Assignor’sright, title, and interest in and to the Agreement. Assignees hereby accept theforegoing Assignment and assumes, and agrees to perform, all duties,obligations, liabilities, indemnities, covenants, and agreements of Assignorset forth in the Agreement.

 

3.                                       Counterparts.  This document may be executed in any numberof counterparts, each of which may be executed by any one or more of theparties hereto, but all of which must constitute one instrument and shall bebinding and effective when all parties hereto have executed at least onecounterpart.

 

4.                                       Successors.  This Assignment shall be binding upon and forthe benefit of the parties hereto and their respective Successors and Assigns.

 

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IN WITNESS WHEREOF, Assignor and Assignees have caused this Assignmentto be executed as of the day and year first written above.

 

ASSIGNOR:

 

INLAND REAL ESTATE ACQUISITIONS, INC., 

An Illinois Corporation

 
| By:    | /s/ Joseph Cosenza |      |
|--------|--------------------|-----------|
| Name:  | Joseph Cosenza     |      |
| Title: |               | President |   |
|        |                    |           |  |  |

 

ASSIGNEES:

 

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 |   |

 

 

Western Town Square Ventures LP, 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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