Retail Properties of America (RPAI) 10-K 2004 FY Annual report

Exhibit 10.454

ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned, INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, (“Assignor”) hereby assigns to INLAND WESTERN GREENSBORO AIRPORT CENTER, L.L.C., a Delaware limited liability company, (“Assignee”) all of Assignor’s right, title and interest as a party to that certain Purchase and Sale Agreement (the “Purchase Agreement”) by and between INLAND REAL ESTATE ACQUISITIONS, INC., or its designees, (collectively, “Purchaser”), and FRC WEST PROPERTY, L.L.C., AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., and IDS PROPERTY CASUALTY INSURANCE COMPANY, (collectively, “Seller”), dated December 16, 2004 for purchase and sale of certain real property commonly known as 7701 Airport Center, Greensboro, NC (the “Property”).

By execution hereof by Assignee, Assignee for itself and its successors and assigns hereby accepts the assignment and assumes all of the obligations of Assignor under the Purchase Agreement with respect to the Property.

This Assignment is effective as of the 16day 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 GREENSBORO AIRPORT CENTER, 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