**Exhibit 10.450**

 

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.,**an Illinois corporation, (“Assignor”)hereby assigns to INLAND WESTERN PHOENIX 31ST AVENUE, L.L.C., aDelaware limited liability company, (“Assignee”) all of Assignor’s right, titleand interest as a party to that certain Purchase and Sale Agreement (the “PurchaseAgreement”) by and between INLAND REAL ESTATE ACQUISITIONS, INC., or itsdesignees, (collectively, “Purchaser”), and FRC WEST PROPERTY, L.L.C., AMERICANEXPRESS TRAVEL RELATED SERVICES COMPANY, INC., and IDS PROPERTY CASUALTYINSURANCE COMPANY, (collectively, “Seller”), dated December 16, 2004 forpurchase and sale of certain real property commonly known as 20022 N. 31stAvenue, Phoenix, AZ (the “Property”).

 

Byexecution hereof by Assignee, Assignee for itself and its successors andassigns 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 31ST  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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