Exhibit
10.485


 


ASSIGNMENT


 


This Assignment is made as of the 29th day of December 2004
by INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation (“Assignor”) to and for the benefit of INLAND WESTERN ACWORTH STILESBORO OAKS, L.L.C., and
INLAND WESTERN CUMMING GREEN’S CORNER, L.L.C., and INLAND WESTERN COVINGTON
NEWTON CROSSROADS, L.L.C.,
all Delaware limited
liability companies (collectively, the “Assignee”).


 


Assignor does hereby sell, assign, transfer, set over and convey unto
Assignee all of its right, title and interest as Buyer under that certain
Purchase and Sale Agreement dated December 9, 2004, as amended and entered
into by FFI AMERICAN MARKET FUND, L.P., a Georgia limited partnership, as
seller, and Assignor, as Buyer (collectively, the “Agreement”), for the sale
and purchase of the Stilesboro Oaks shopping center located in Cobb County,
Georgia, and Green’s Corner shopping center located in Forsyth County, Georgia,
and Newton Crossroads located in Newton County, Georgia as further described by
the Agreement,.


 


Assignor represents and warrants that it is the Buyer under the
Agreement, and that it has not sold, assigned, transferred, or encumbered such
interest in any way to any other person or entity. By acceptance hereof,
Assignee accepts the foregoing assignment and agrees, from and after the date
hereof, to (i) perform all of the obligations of Buyer under the Agreement, and
(ii) indemnify, defend, protect and hold Assignor harmless from and against all
claims and liabilities arising under the Agreement.


 


IN WITNESS WHEREOF, Assignor and Assignee have executed this instrument
as of the date first written above.


 


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.

  an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Joseph Cosenza

  	
   

  
	
   

  	
  Name:

  	
  G. Joseph Cosenza

  	
   

  
	
   

  	
  As Its:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  INLAND WESTERN ACWORTH STILESBORO

  OAKS, L.L.C., a Delaware limited liability

  company

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Inland Western Retail Real Estate
  Trust,

  Inc., a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  As Its:

  	
  [ILLEGIBLE]

  	
   

  
								



 





















 


	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  INLAND WESTERN CUMMING GREEN’S

  CORNER, L.L.C., a Delaware limited liability

  company

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Inland Western Retail Real Estate
  Trust,

  Inc., a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  As Its:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  INLAND WESTERN COVINGTON NEWTON

  CROSSROADS, L.L.C., a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Inland Western Retail Real Estate
  Trust,

  Inc., a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  As Its:

  	
  [ILLEGIBLE]