Exhibit 10.471


 


ASSIGNMENT AND ASSUMPTION


OF AGREEMENT TO ADMIT PARTNERS


 


This ASSIGNMENT AND ASSUMPTION OF AGREEMENT TO ADMIT PARTNERS (this “Assignment”)
is made and entered into this 22nd day of December, 2004 by Inland
Real Estate Acquisitions, Inc., an Illinois Corporation, (“Assignor”), and
Western Town Square Ventures LP, L.L.C., a Delaware limited liability company
and Western Town Square Ventures GP, L.L.C., a Delaware limited liability
company, (“Assignees”).


 


RECITALS


 


A.                                   C&S
Southlake Capital Partners I, L.P., a Texas limited partnership (the “Partnership”),
Cooper & Stebbins, L.P., a Texas limited partnership and CS Southlake,
L.L.C., a Texas limited liability company (the “Existing Partners”), and
Assignor have previously entered into that certain Agreement to Admit Partner
dated as of November 5, 2004 (the “Agreement”), relating to the sale of a
certain retail property commonly known as Southlake Town Square located in
Southlake, Texas.


 


B.                                     Assignor
desires to assign its interest in and to the Agreement to Assignees 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
Assignees 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 Assignees all of Assignor’s
right, title, and interest in and to the Agreement. Assignees hereby accept the
foregoing Assignment and assumes, and agrees to perform, all duties,
obligations, liabilities, indemnities, covenants, and agreements of Assignor
set forth in the 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 Assignees 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/ Joseph Cosenza

  	
   

  
	
  Name: 

  	
  Joseph Cosenza

  	
   

  
	
  Title:

  	
   

  	
  President

  	
   

  
					



 


ASSIGNEES:


 


Western Town Square Ventures GP, L.L.C., a Delaware 


limited liability company, its general partner


 


	
  By: 

  	
   

  	
  Inland Western Retail Real Estate Trust,
  Inc., a

  Maryland corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Valerie Medina

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Valerie Medina

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Asst. Secretary

  	
   

  



 


 


Western Town Square Ventures LP, L.L.C., a Delaware 


limited liability company, its general partner


 


	
  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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