Exhibit
10.483


 


ASSIGNMENT
AND ASSUMPTION

OF PURCHASE AND SALE AGREEMENT


 


This ASSIGNMENT AND ASSUMPTION OF PURCHASE
AND SALE AGREEMENT (this “Assignment”) is made and entered into this              day
of December, 2004 by Inland Real Estate Acquisitions, Inc., an Illinois
Corporation, (“Assignor”), and Inland Western Mesa Fiesta, L.L.C., a Delaware
limited liability company, (“Assignee”).


 


RECITALS


 


A.                                   VV Arizona, L.P. (“Seller”) and Assignor have
previously entered into that certain Agreement of Purchase and Sale dated as of
December 7, 2004 (the “Purchase Agreement”), relating to the sale of a
certain shopping center commonly known as Mesa Fiesta Shopping Center located
in the City of Mesa, Arizona.


 


B.                                     Assignor desires to assign its interest in
and to the Purchase Agreement to Assignee upon the terms and conditions
contained 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, the parties 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 forth in 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 the
foregoing Assignment and assumes, and agrees to perform, all duties,
obligations, liabilities, indemnities, covenants, and agreements of Assignor
set forth in the Purchase Agreement.


 


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


 


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


 





















 


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


 


	
  ASSIGNOR:

  
	
   

  
	
  INLAND REAL ESTATE
  ACQUISITIONS, INC.,

  An Illinois Corporation

  
	
   

  
	
   

  
	
  By:

  	
  /s/ G. Joseph Cosenza

  	
   

  
	
  Name:

  	
  G. Joseph Cosenza

  	
   

  
	
  Title:

  	
  President

  	
   

  
	
   

  
	
   

  
	
  ASSIGNEE:

  
	
   

  
	
  INLAND WESTERN MESA
  FIESTA, 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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