Exhibit 10.494


 


ASSIGNMENT
OF CONTRACT


 


This ASSIGNMENT OF CONTRACT (the “Assignment”) is made and entered into this 29 day of
December, 2004 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois
corporation (“Assignor”) and INLAND WESTERN
CEDAR HILL PLEASANT RUN LIMITED PARTNERSHIP, an Illinois limited partnership (“Assignee”).


 


Assignor does hereby sell, assign, transfer,
set over and convey unto Assignee all of its right, title and interest as under
that certain letter agreement dated as of April 21, 2004, as amended, and
entered into by PRTC Pleasant Run Towne Crossing, L.P., a Texas limited
partnership, as Seller, and Assignor, as (collectively, the “Agreement”), solely as the Agreement applies to the sale and
purchase of the property described by the Agreement, located in Cedar Hill,
Texas, and being legally described in Exhibit A, attached hereto and
made a part hereof.


 


Assignor represents and warrants that it is
the Purchaser 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 Purchaser under the Agreement, and (ii) indemnify, defend, protect and hold
Assignor harmless from and against all claims and liabilities arising under the
Agreement.


 


 


(signature
page follows)


 





















 


SIGNATURE PAGE FOR

ASSIGNMENT OF CONTRACT BETWEEN

INLAND REAL ESTATE ACQUISITIONS, INC.

AND INLAND WESTERN CEDAR HILL PLEASANT RUN LIMITED PARTNERSHIP


 


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


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  INLAND REAL
  ESTATE ACQUISITIONS, INC., an

  Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen M.
  Kautz

  	
   

  
	
   

  	
  Name:

  	
  Karen M.
  Kautz

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  INLAND
  WESTERN CEDAR HILL PLEASANT RUN

  LIMITED PARTNERSHIP, an Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Inland
  Western Cedar Hill Pleasant Run 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

  	
   

  
									



 


 


EXHIBITS


 


EXHIBIT A:                  LEGAL
DESCRIPTION OF THE PROPERTY


 


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EXHIBIT A


LEGAL DESCRIPTION OF THE PROPERTY


 


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Exhibit  “A”


 


TRACT I: Parcel A (Fee)


 


Lots 8R and 10R, Block A, of PLEASANT RUN TOWNE
CROSSING ADDITION, an Addition to the City of Cedar Hill, Dallas County, Texas,
according to the Replat thereof recorded in Volume 2003072, Page 61, of the Map
Records of Dallas County, Texas.


 


TRACT I: Parcel B (Fee)


 


Lots 6 and 7, Block A, of PLEASANT RUN TOWNE
CROSSING ADDITION, an Addition to the City of Cedar Hill, Dallas County, Texas,
according to the Plat thereof recorded in Volume 2003012, Page 20, of the Map
Records of Dallas County, Texas.


 


and


 


Lot 3R, Block A, of PLEASANT RUN TOWNE CROSSING
ADDITION, an Addition to the City of Cedar Hill, Dallas County, Texas,
according to the Replat thereof recorded in Volume 2003231, Page 64, of the Map
Records of Dallas County, Texas, same being the Replat of Lots 3, 4 and 5 in
Block A of Pleasant Run Towne Crossing Addition as recorded in Volume 2003012,
Page 20 of the Deed Records of Dallas County, Texas


 


TRACT I: Parcel C (Fee)


 


Lots 2R and 9R-1, Block A, of PLEASANT RUN TOWNE CROSSING ADDITION, an
Addition to the City of Cedar Hill, Dallas County, Texas, according to the
Replat thereof recorded in Volume 2004248, Page 00262, of the Map Records of
Dallas County, Texas.


 


TRACT II: (Easement)


 


Non-Exclusive
easement for access, parking, and ingress and egress and utilities as created
in that certain Operation and Easement Agreement dated November 18, 2002 by and
between Target Corporation and PRTC Pleasant Run Towne Crossing, L.P., recorded
in Volume 2002230, Page 3350, Deed Records of Dallas County, Texas.


 


 


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