**Exhibit10.423**

 

**ASSIGNMENTOF CONTRACT**

 

This ASSIGNMENT OF CONTRACT (the **“Assignment”**)is made and entered into this 12th day of October, 2004 by INLAND REAL ESTATEACQUISITIONS, INC., an Illinois corporation (**“Assignor”**)and INLAND WESTERN DENTON CROSSING LIMITED PARTNERSHIP,an Illinois limited partnership (**“Assignee”**).

 

Assignor does hereby sell, assign, transfer, set over and convey untoAssignee all of its right, title and interest as under that certain Agreementof Purchase and Sale dated August 20, 2004, as amended, entered into byORIX HUNT DENTON VENTURE, an Illinois general partnership, as Seller, andAssignor, as Purchaser (collectively, the **“Agreement”**),solely as the Agreement applies to the sale and purchase of the propertydescribed by the Agreement, located in Denton, Texas.

 

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 and liabilitiesarising under the Agreement.

 

*(signature page follows)*

 

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SIGNATURE PAGE FOR

ASSIGNMENT OF CONTRACT BETWEEN

INLAND REAL ESTATE ACQUISITIONS, INC.

AND INLAND WESTERN DENTONCROSSING LIMITED PARTNERSHIP

 

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

 
| ** ** | **ASSIGNOR:**                                                                         |
|------------|---------------------------------------------------------------------------------------|
|       |                                                                                  |   |
|       | INLAND  REAL ESTATE ACQUISITIONS, INC., an  Illinois corporation                      |
|       |                                                                                  |   |
|       |                                                                                  |   |
|       | By:                                                                                   | /s/  Mark Youngman |   |
|       | Name:                                                                                 | Mark Youngman |   |
|       | Title:                                                                                | Vice President |   |
|       |                                                                                  |   |
|       |                                                                                  |   |
| ** ** | **ASSIGNEE:**                                                                         |
|       |                                                                                  |   |
|       | INLAND  WESTERN DENTON CROSSING LIMITED  PARTNERSHIP, an Illinois limited partnership |
|       |                                                                                  |   |
|       | By:                                                                                   | Inland  Western Denton Crossing GP, 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: | Asst. Secretary |
|            |                                                                                       |  |  |  |  |  |  |  |  |  |

 

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