INLAND WESTERN RETAIL REAL ESTATE TRUST INC
EXHIBIT 10.162
<DOCUMENT>
<TYPE>EX-10.162
<SEQUENCE>5
<FILENAME>a2140704zex-10_162.txt
<DESCRIPTION>EXHIBIT 10.162
<TEXT>
<Page>

                                                                  Exhibit 10.162

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

THOMPSON & KNIGHT L.L.P.
1700 PACIFIC AVENUE, SUITE 3300
DALLAS, TEXAS 75201
ATTENTION: JEANNE M. BURTON


                        DEED OF TRUST, SECURITY AGREEMENT
                             AND ASSIGNMENT OF RENTS
                                 LOAN NO. 753946

A.   THIS DEED OF TRUST (as the same may from time to time hereafter be
modified, supplemented or amended, this "DEED OF TRUST") is made as of June 17,
2004, by and between INLAND WESTERN ARVADA, L.L.C., a Delaware limited liability
company, having its principal place of business and post office address at 2901
Butterfield Road, Oak Brook, Illinois 60523, as "BORROWER" ("Borrower" to be
construed as "Borrowers" if the context so requires), and the PUBLIC TRUSTEE OF
JEFFERSON COUNTY, STATE OF COLORADO, as "TRUSTEE", for the benefit of PRINCIPAL
LIFE INSURANCE COMPANY, an Iowa corporation, having a principal place of
business and post office address c/o Principal Real Estate Investors, LLC at 801
Grand Avenue, Des Moines, Iowa 50392-1450, as "LENDER".

                                   WITNESSETH:

B.   Borrower is justly indebted to Lender for money borrowed (the "LOAN") in
the original principal sum of Twenty Eight Million Five Hundred Ten Thousand and
No/100 Dollars ($28,510,000.00) (the "LOAN AMOUNT") evidenced by Borrower's
secured promissory note of even date herewith, made payable and delivered to
Lender, (as may be modified, amended, supplemented, extended or consolidated in
writing and any note(s) issued in exchange therefor or replacement thereof) (the
"NOTE") in which Note Borrower promises to pay to Lender the Loan Amount,
together with all accrued and unpaid interest thereon, interest accrued at the
Default Rate (if any), Late Charges (if any), the Make Whole Premium (if any),
and all other obligations and liabilities due or to become due to Lender
pursuant to the Loan Documents and all other amounts, sums and expenses paid by
or payable to Lender pursuant to the Loan Documents and the Environmental
Indemnity (collectively the "INDEBTEDNESS") until the Indebtedness has been
paid, but in any event, the unpaid balance (if any) remaining due on the Note
shall be due and payable on July 1, 2009 or such earlier date resulting from the
acceleration of the Indebtedness by Lender (the "MATURITY DATE"). Capitalized
terms used herein and not otherwise defined shall have those meanings given to
them in the other Loan Documents.

                                        1
<Page>

C.   NOW, THEREFORE, to secure the payment of the Indebtedness in accordance
with the terms and conditions of the Loan Documents, and all extensions,
modifications, and renewals thereof and the performance of the covenants and
agreements contained therein, and also to secure the payment of any and all
other Indebtedness, direct or contingent, that may now or hereafter become owing
from Borrower to Lender in connection with the Loan Documents, and in
consideration of the Loan Amount in hand paid, receipt of which is hereby
acknowledged, Borrower does by these presents grant, bargain, sell and convey,
in trust, with power of sale, unto Trustee, its successors and assigns forever,
that certain real estate and all of Borrower's estate, right, title and interest
therein, located in the county of Jefferson, state of Colorado, more
particularly described in EXHIBIT A attached hereto and made a part hereof (the
"LAND"), which Land, together with the following described property, rights and
interests, is collectively referred to herein as the "PREMISES".

D.   Together with Borrower's interest as lessor in and to all Leases and all
Rents, which are pledged primarily and on a parity with the Land and not
secondarily.

E.   Together with all and singular the tenements, hereditaments, easements,
appurtenances, passages, waters, water courses, riparian rights, sewer rights,
rights in trade names, licenses, permits and contracts and all other rights,
liberties and privileges of any kind or character in any way now or hereafter
appertaining to the Land, including but not limited to, homestead and any other
claim at law or in equity as well as any after-acquired title, franchise or
license and the reversion and reversions and remainder and remainders thereof.

F.   Together with the right in the case of foreclosure hereunder of the
encumbered property for Lender to take and use the name by which the buildings
and all other improvements situated on the Premises are commonly known and the
right to manage and operate the said buildings under any such name and variants
thereof.

G.   Together with all right, title and interest of Borrower in any and all
buildings and improvements of every kind and description now or hereafter
erected or placed on the said Land and all materials intended for construction,
reconstruction, alteration and repairs of such buildings and improvements now or
hereafter erected thereon, all of which materials shall be deemed to be included
within the Premises immediately upon the delivery thereof to the Premises, and
all fixtures now or hereafter owned by Borrower and attached to or contained in
and used in connection with the Premises including, but not limited to, all
machinery, motors, elevators, fittings, radiators, awnings, shades, screens, and
all plumbing, heating, lighting, ventilating, refrigerating, incinerating,
air-conditioning and sprinkler equipment and fixtures and appurtenances thereto;
and all items of furniture, furnishings, equipment and personal property owned
by Borrower used or useful in the operation of the Premises; and all renewals or
replacements of all of the aforesaid property owned by Borrower or articles in
substitution therefor, whether or not the same are or shall be attached to said
buildings or improvements in any manner (collectively, the "IMPROVEMENTS"); it
being mutually agreed, intended and declared that all the aforesaid property
owned by Borrower and placed by it on the Land or used in connection with the
operation or maintenance of the Premises shall, so far as permitted by law,

                                        2
<Page>

be deemed to form a part and parcel of the Land and for the purpose of this Deed
of Trust to be Land and covered by this Deed of Trust, and as to any of the
property aforesaid which does not form a part and parcel of the Land or does not
constitute a "fixture" (as such term is defined in the Uniform Commercial Code)
this Deed of Trust is hereby deemed to be, as well, a security agreement under
the Uniform Commercial Code for the purpose of creating hereby a security
interest in such property which Borrower hereby grants to Lender as secured
party. Borrower authorizes Lender at any time until the Indebtedness is paid in
full, to prepare and file any and all Uniform Commercial Code financing
statements, amendments, assignments, terminations and the like, necessary to
create and/or maintain a prior security interest in such property all without
Borrower's execution of the same.

H.   Together with all right, title and interest of Borrower, now or hereafter
acquired, in and to any and all strips and gores of land adjacent to and used in
connection with the Premises and all right, title and interest of Borrower, now
owned or hereafter acquired, in, to, over and under the ways, streets, sidewalks
and alleys adjoining the Premises.

I.   Together with all funds now or hereafter held by Lender under any escrow
security agreement or under any of the terms hereof, including but not limited
to funds held under the provisions of paragraph 5 hereof, insurance proceeds
from all insurance policies required to be maintained by Borrower under the Loan
Documents (subject to the balance of the terms contained in this Deed of Trust)
and all awards, decrees, proceeds, settlements or claims for damage now or
hereafter made to or for the benefit of Borrower by reason of any damage to,
destruction of or taking of the Premises or any part thereof, whether the same
shall be made by reason of the exercise of the right of eminent domain or by
condemnation or otherwise (a "TAKING").

J.   TO HAVE AND TO HOLD the same unto Trustee, Trustee's successors and
assigns, upon the trusts, covenants and agreements herein expressed.

K.   Borrower represents that it is the absolute owner in fee simple of the
Premises described in Exhibit A, which Premises are free and clear of any liens
or encumbrances except as set out in Exhibit B attached hereto, and except for
taxes which are not yet due or delinquent. Borrower shall forever warrant and
defend the title to the Premises against all claims and demands of all persons
whomsoever and will on demand execute any additional instrument which may be
required to give Trustee a valid first lien on all of the Premises, subject to
the "PERMITTED ENCUMBRANCES" set forth in Exhibit B.

L.   Borrower further represents that (i) the Premises is not subject to any
casualty damage; (ii) Borrower has not received any written notice of any
eminent domain or condemnation proceeding affecting the Premises; and (iii) to
the best of Borrower's knowledge following due and diligent inquiry, there are
no actions, suits or proceedings pending, completed or threatened against or
affecting Borrower or any person or entity owning an interest (directly or
indirectly) in Borrower ("INTEREST OWNER(S)") or any property of Borrower or any
Interest Owner in any court or before any arbitrator of any kind or before or by
any governmental authority (whether local,

                                        3
<Page>

state, federal or foreign) that, individually or in the aggregate, could
reasonably be expected by Lender to be material to the transaction contemplated
hereby.

M.   Borrower further represents and warrants that as of the date hereof and
until the Indebtedness is paid in full: (i) Borrower is not and will not be an
"employee benefit plan" as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), which is subject to Title I
of ERISA; (ii) the assets of Borrower do not and will not constitute "plan
assets" of one or more such plans for purposes of Title I of ERISA; (iii)
Borrower is not and will not be a "governmental plan" within the meaning of
Section 3(32) of ERISA; (iv) transactions by or with Borrower are not and will
not be subject to state statutes applicable to Borrower regulating investments
of and fiduciary obligations with respect to governmental plans; (v) Borrower
has made and will continue to make all required contributions to all employee
benefit plans, if any, established for or on behalf of Borrower or to which
Borrower is required to contribute; (vi) Borrower has and will continue to
administer each such plan, if any, in accordance with its terms and the
applicable provisions of ERISA and any other federal or state law; and (vii)
Borrower has not and will not permit any liability under Sections 4201,4243,4062
or 4069 of Title IV of ERISA or taxes or penalties relating to any employee
benefit plan or multi-employer plan to become delinquent or assessed,
respectively, which would have a material adverse effect upon (i) the business
or the financial position or results of operation of Borrower, (ii) the ability
of Borrower to perform, or of Lender to enforce, any of the Loan Documents or
Environmental Indemnity or (iii) the value of the Premises.

     BORROWER COVENANTS AND AGREES AS FOLLOWS:

     1.     Borrower shall

            (a)   pay each item of Indebtedness secured by this Deed of Trust
                  when due according to the terms of the Loan Documents;

            (b)   pay a Late Charge on any payment of principal, interest, Make
                  Whole Premium or Indebtedness which is not paid on or before
                  the due date thereof to cover the expense involved in handling
                  such late payment;

            (c)   pay on or before the due date thereof any indebtedness
                  permitted to be incurred by Borrower pursuant to the Loan
                  Documents and any other claims which could become a lien on
                  the Premises (unless otherwise specifically addressed in
                  paragraph l(e) hereof), and upon request of Lender exhibit
                  satisfactory evidence of the discharge thereof;

            (d)   complete within a reasonable time, the construction of any
                  Improvements now or at any time in process of construction
                  upon the Land which are required to be performed by Borrower;

                                        4
<Page>

            (e)   manage, operate and maintain the Premises and keep the
                  Premises, including but not limited to, the Improvements, in
                  good condition and repair and free from mechanics' liens or
                  other liens or claims for liens, provided however, that
                  Borrower may in good faith, with reasonable diligence and upon
                  written Notice to Lender within twenty (20) days after
                  Borrower has knowledge of such lien or claim, contest the
                  validity or amount of any such lien or claim and defer payment
                  and discharge thereof during the pendency of such contest in
                  the manner provided by law, provided that (i) such contest may
                  be made without the payment thereof; (ii) such contest shall
                  prevent the sale or forfeiture of the Premises or any part
                  thereof, or any interest therein, to satisfy such lien or
                  claim; (iii) Borrower shall have obtained a bond over such
                  lien or claim from a bonding company acceptable to Lender
                  which has the effect of removing such lien or collection of
                  the claim or lien so contested or shall have substituted a
                  bond for such lien, causing a release of the lien, in
                  accordance with Colo. Rev. Stat. Sections 38-22-131 & 132
                  (2000) as amended; and (iv) Borrower shall pay all costs and
                  expenses incidental to such contest; and further provided,
                  that in the event of a final, non-appealable ruling or
                  adjudication adverse to Borrower and provided the court of
                  jurisdiction has not granted a stay of the enforcement of the
                  ruling or judgment, Borrower shall promptly pay such claim or
                  lien, shall indemnify and hold Lender and the Premises
                  harmless from any loss for damage arising from such contest
                  and shall take whatever action necessary to prevent sale,
                  forfeiture or any other loss or damage to the Premises or to
                  the Lender;

            (f)   comply, and cause each lessee or other user of the Premises to
                  comply, with all requirements of law and ordinance, and all
                  rules and regulations, now or hereafter enacted, by
                  authorities having jurisdiction of the Premises and the use
                  thereof, including but not limited to all covenants,
                  conditions and restrictions of record pertaining to the
                  Premises, the Improvements, and the use thereof (collectively,
                  "LEGAL REQUIREMENTS");

            (g)   subject to the provisions of paragraph 6 hereof, promptly
                  repair, restore or rebuild any Improvements now or hereafter a
                  part of the Premises which may become damaged or be destroyed
                  by any cause whatsoever, so that upon completion of the
                  repair, restoration and rebuilding of such Improvements, there
                  will be no liens of any nature arising out of the construction
                  and the Premises will be of substantially the same character
                  and quality as it was prior to the damage or destruction;

            (h)   if other than a natural person, do all things necessary to
                  preserve and keep in full force and effect its existence,
                  franchises, rights and privileges under the laws of the state
                  of its formation and, if other than its state of

                                        5
<Page>

                  formation, the state where the Premises is located. Borrower
                  shall notify Lender at least thirty (30) days prior to (i) any
                  relocation of Borrower's principal place of business to a
                  different state or any change in Borrower's state of
                  formation, and/or (ii) if Borrower is an individual, any
                  relocation of Borrower's principal residence to a different
                  state;

            (i)   do all things necessary to preserve and keep in full force and
                  effect Lender's title insurance coverage insuring the lien of
                  this Deed of Trust as a first and prior lien, subject only to
                  the Permitted Encumbrances stated in Exhibit B and any other
                  exceptions after the date of this Deed of Trust approved in
                  writing by Lender, including without limitation, delivering to
                  Lender not less than 30 days prior to the effective date of
                  any rate adjustment, modification or extension of the Note or
                  any other Loan Document, any new policy or endorsement which
                  may be reasonably required to assure Lender of such continuing
                  coverage;

            (j)   execute any and all documents which may be required to perfect
                  the security interest granted by this Deed of Trust;

            (k)   remain a Single-Purpose Entity;

            (l)   (i) comply with all terms and provisions of that certain
                  Redevelopment Agreement (herein so called) executed between
                  Borrower and CIN Arvada, L.P. ("Seller") recorded April 30,
                  2004 at Reception No. F2016532, Records of Jefferson County,
                  Colorado; (ii) provide to Lender evidence of exercise by
                  Seller of the acquisition rights or payment of any amounts due
                  to Seller under the Redevelopment Agreement (as the case may
                  be) within ten (10) business days after the occurrence
                  thereof; and (iii) prior to receipt by Lender of evidence of
                  exercise by Seller of the acquisition rights or payment of any
                  amounts due to Seller under the Redevelopment Agreement (as
                  the case may be), Lender shall be provided, at Borrower's
                  expense, with periodic title searches (as frequently as
                  monthly if necessary in Lender's reasonable discretion) to
                  confirm that no lien or lis pendens has been filed against the
                  Premises in connection with the Redevelopment Agreement; and

            (m)   use its best efforts to deliver to Lender evidence of payment
                  in full of the tenant improvement allowance due to the tenant
                  under the lease with Sweet Petunia, Inc. (dba Lady of America)
                  relating to the relocation of such tenant in connection with
                  the Redevelopment Agreement within ten (10) business days of
                  such payment.

            As used herein, the term "SINGLE PURPOSE ENTITY" means: a
            corporation, limited or general partnership, limited liability
            company, or business trust which, at all

                                        6
<Page>

            times until the Indebtedness is paid in full (i) will be organized
            solely for the purpose of owning the Premises, (ii) will not engage
            in any business unrelated to the ownership of the Premises, (iii)
            will not have any assets other than those related to the Premises,
            (iv) will not engage in, seek or consent to any dissolution, winding
            up, liquidation, consolidation or merger, and, except as otherwise
            expressly permitted by the Loan Documents, will not engage in, seek
            or consent to any asset sale, transfer of partnership, membership,
            shareholder, beneficial interests, or amendment of its limited
            partnership agreement, articles of incorporation, articles of
            organization, certificate of formation, operating agreement, trust
            agreement, or trust certificate (as applicable), (v) will not fail
            to correct any known misunderstanding regarding the separate
            identity of such Entity, (vi) without the unanimous consent of all
            of the partners, directors, members, beneficial owners and trustees,
            as applicable, will not with respect to itself or to any other
            Entity in which it has a direct or indirect legal or beneficial
            ownership interest (a) file a bankruptcy, insolvency or
            reorganization petition or otherwise institute insolvency
            proceedings or otherwise seek any relief under any laws relating to
            the relief from debts or the protection of debtors generally; (b)
            seek or consent to the appointment of a receiver, liquidator,
            assignee, trustee, sequestrator, custodian or any similar official
            for such Entity or all or any portion of such Entity's properties;
            (c) make any assignment for the benefit of such Entity's creditors;
            or (d) take any action that might cause such Entity to become
            insolvent, (vii) will maintain its accounts, books and records
            separate from any other person or Entity, (viii) will maintain its
            books, records, resolutions and agreements as official records, (ix)
            has not commingled and will not commingle its funds or assets with
            those of any other person or Entity, (x) has held and will hold its
            assets in its own name, (xi) will conduct its business in its name,
            (xii) will maintain its financial statements, accounting records and
            other Entity documents separate from any other person or Entity,
            (xiii) will pay its own liabilities out of its own funds and assets,
            (xiv) will observe all corporate, limited liability company and
            partnership formalities, as applicable, (xv) has maintained and will
            maintain an arms-length relationship with its Affiliates, (xvi) if
            such Entity owns the Premises, will have no indebtedness other than
            the Indebtedness and commercially reasonable unsecured trade
            payables in the ordinary course of business relating to the
            ownership and operation of the Premises which are paid within sixty
            (60) days of the date incurred, (xvii) will not assume or guarantee
            or become obligated for the debts of any other person or Entity or
            hold out its credit as being available to satisfy the obligations of
            any other person or Entity, except for the Indebtedness, (xviii)
            will not acquire obligations or securities of its partners, members,
            trustees, beneficial owners or shareholders, (xix) will allocate
            fairly and reasonably shared expenses, including, without
            limitation, shared office space and uses separate stationery,
            invoices and checks, (xx) will not pledge its assets for the benefit
            of any other person or Entity, (xxi) will hold itself out and
            identify itself as a separate and distinct Entity under its own name
            and not as a division or part of any other person or Entity, (xxii)
            will not make loans to any

                                        7
<Page>

            person or Entity, (xxiii) will not identify its partners, members,
            shareholders, trustees, beneficiaries or any Affiliates of any of
            them as a division or part of it, (xxiv) will not enter into or be a
            party to, any transaction with its partners, members, shareholders,
            beneficiaries, trustees or its Affiliates except in the ordinary
            course of its business and on terms which are intrinsically fair and
            are no less favorable to it than would be obtained in a comparable
            arms-length transaction with an unrelated third party, (xxv) will
            pay the salaries of its own employees from its own funds, (xxvi)
            will maintain adequate capital in light of its contemplated business
            operations, (xxvii) if such Entity is a limited liability company,
            limited partnership, or business trust then such Entity shall
            continue and not dissolve whether as a consequence of bankruptcy or
            insolvency of one or more of the members, general partners, or
            trustees, as applicable, or otherwise, for so long as a solvent
            managing member, general partner, or trustee, as applicable, exists
            and, subject to applicable law, dissolution of the entity shall not
            occur so long as the entity remains owner of the Premises subject to
            the Deed of Trust. Such entity's organizational documents shall
            contain such provision.

     2.     Borrower shall not:

            (a)   except as required by applicable Legal Requirements, construct
                  any building or structure nor make any alteration or addition
                  (other than normal repair and maintenance) to (i) the roof or
                  any structural component of any Improvements on the Premises,
                  or (ii) the building operating systems, including but not
                  limited to, the mechanical, electrical, heating, cooling, or
                  ventilation systems (other than replacement with equal or
                  better quality and capacity), without the prior written
                  consent of Lender not to be unreasonably withheld;

            (b)   remove or demolish any material Improvements, or any portion
                  thereof, which at any time constitutes a part of the Premises.

                  Notwithstanding anything hereinabove to the contrary, (1)
                  Borrower may construct, remove or demolish tenant improvements
                  within the then existing building(s) or other structures to
                  the extent such work is required solely under the terms of any
                  Leases approved by Lender, and (2) Borrower may demolish and
                  reconstruct the building located at 7310 West 52nd Avenue in
                  connection with the work contemplated by the Redevelopment
                  Agreement, provided (i) no Event of Default exists under the
                  Loan Documents; (ii) the work is completed on a timely basis,
                  in a good, workmanlike, lien-free manner and in accordance
                  with all Legal Requirements, and (iii) such work does not
                  negatively affect the structural integrity of the Improvements
                  or, in the case of tenant improvements, the value of the
                  Premises;

                                        8
<Page>

            (c)   cause or permit any change to be made in the general use of
                  the Premises without Lender's prior written consent;

            (d)   initiate any or acquiesce to a zoning reclassification or
                  material change in zoning without Lender's prior written
                  consent. Borrower shall use all reasonable efforts to contest
                  any such zoning reclassification or change;

            (e)   make or permit any use of the Premises that could with the
                  passage of time result in the creation of any right of use, or
                  any claim of adverse possession or easement on, to or against
                  any part of the Premises in favor of any person or entity or
                  the public;

            (f)   allow any of the following to occur (unless a Permitted
                  Transfer):

                  (i)    a Transfer of all or any portion of the Premises or any
                         interest in the Premises;

                  (ii)   a Transfer of any ownership interest in Borrower or any
                         entity which owns, directly or indirectly, an interest
                         in Borrower at any level of the ownership structure; or

                  (iii)  in addition to (i) and (ii) above, if the Borrower is a
                         trust, or if a trust owns an interest, directly or
                         indirectly, in any entity which owns an interest in
                         Borrower at any level of the ownership structure, the
                         addition, deletion or substitution of a trustee of such
                         trust.

                  If any of such events occur, it shall be null and void and
                  shall constitute an Event of Default under the Loan Documents.

                  It is understood and agreed that the Indebtedness evidenced by
                  the Note is personal to Borrower and in accepting the same
                  Lender has relied upon what it perceived as the willingness
                  and ability of Borrower to perform its obligations under the
                  Loan Documents and the Environmental Indemnity and as lessor
                  under the Leases of the Premises. Furthermore, Lender may
                  consent to a Transfer and expressly waive Borrower's covenants
                  contained in this paragraph 2(f), in writing to Borrower;
                  however any such consent and waiver shall not constitute any
                  consent or waiver of such covenants as to any Transfer other
                  than that for which the consent and waiver was expressly
                  granted. Furthermore, Lender's willingness to consent to any
                  Transfer and waive Borrower's covenants contained in this
                  paragraph 2(f), implies no standard of reasonableness in
                  determining whether or not such consent shall be granted and
                  the same may be based upon what Lender solely deems to be in
                  its best interest.

                                        9
<Page>

                  For purposes of the Loan Documents, the following terms shall
                  have the respective meanings set forth below:

                  "TRANSFER" or "TRANSFERRED" shall mean with respect to the
                  Premises, an interest in the Premises, or an ownership
                  interest or interest therein:

                  (i)    a sale, assignment, transfer, conveyance or other
                         disposition (whether voluntary, involuntary or by
                         operation of law);
                  (ii)   the creation, sufferance or granting of any lien,
                         encumbrance, security interest or collateral assignment
                         (whether voluntarily, involuntarily or by operation of
                         law), other than the lien hereof, the leases of the
                         Premises assigned to Lender, the Permitted
                         Encumbrances, the granting of a lien on a tenant's
                         interest under any Lease in accordance with the terms
                         specifically set forth therein, and those liens which
                         Borrower is contesting in accordance with the
                         provisions of paragraph 1(e);
                  (iii)  the issuance or other creation of ownership interests
                         in an entity;
                  (iv)   the reconstitution or conversion from one entity to
                         another type of entity;
                  (v)    a merger, consolidation, reorganization or any other
                         business combination; or
                  (vi)   a conversion to or operation of all or any portion of
                         the Premises as a cooperative or condominium form of
                         ownership.

                  "PERMITTED TRANSFER" shall mean:

                  (i)    a minor (as determined by Lender) conveyance of an
                         interest in the Premises by Borrower, such as a utility
                         easement, and for which Lender has given its prior
                         written consent and imposed such conditions as Lender
                         deems advisable and appropriate;
                  (ii)   a sale, assignment, transfer or conveyance of all or
                         any portion of the Premises or an interest in the
                         Premises for which Borrower has complied with all of
                         the Property Transfer Requirements; or
                  (iii)  any of the following Transfers for which Borrower has
                         complied with all of the Ownership Transfer
                         Requirements as applicable and Lender has given its
                         prior written consent (and in connection with such
                         consent, Lender may impose any conditions it wishes in
                         its sole discretion);
                         (A)  a sale, assignment, transfer, or conveyance of an
                              ownership interest or interest therein;
                         (B)  the issuance or other creation of ownership
                              interests in an entity;

                                       10
<Page>

                         (C)  a reconstitution or conversion from one entity to
                              another type of entity;
                         (D)  a merger, consolidation, reorganization or any
                              other business combination;

                  (iv)   with at least thirty (30) days advance written notice,
                         transfers of ownership interests in Borrower and
                         entities owning interests in Borrower between Inland
                         Western Retail Real Estate Trust, Inc., a Maryland
                         corporation ("IWRRET"), and its wholly owned affiliates
                         for which Borrower has complied with all of the
                         Specific Transfer Requirements - 1;
                  (v)    with at least thirty (30) days advance written notice,
                         transfers of ownership interests in Borrower and/or
                         shares in entities owning interests in Borrower to
                         Qualified New Members (hereinafter defined), for which
                         Borrower has complied with all of the Specific Transfer
                         Requirements - 2 (for purposes of this Permitted
                         Transfer, a "Qualified New Member" shall be defined as
                         an institutional investor or fund managed by an
                         institutional investor having assets of $100,000,000 or
                         more;
                  (vi)   with at least thirty (30) days advance written notice,
                         transfers of direct or indirect ownership interests in
                         Borrower and entities owning interests in Borrower and
                         IWRRET, and its wholly owned affiliates to a Qualified
                         Successor) (hereinafter defined) and/or its wholly
                         owned affiliates for which Borrower has complied with
                         all of the Specific Transfer Requirements - 3 (for
                         purposes of this Permitted Transfer, a "Qualified
                         Successor" shall be defined as an entity with a
                         tangible net worth of $200,000,000 or more); a debt to
                         equity ratio of 1.5 or less; and management personnel
                         experienced in the ownership and management of retail
                         properties similar to the Premises; or
                  (vii)  transfers of ownership interests in IWRRET.


                  "PROPERTY TRANSFER REQUIREMENTS" are all of the following:

                  1.     Prior review and approval of the proposed purchaser or
                         other transferee and the subject transaction by Lender,
                         at Lender's sole discretion. Review of the proposed
                         purchaser or other transferee and the subject
                         transaction shall encompass various factors, including,
                         but not limited to, the proposed purchaser's or other
                         transferee's creditworthiness, financial strength, and
                         real estate management and leasing expertise as well as
                         the proposed transaction's effect on the Premises, the
                         Borrower, and other security for the Loan;

                                       11
<Page>

                  2.     Payment to Lender of an assumption fee equal to the
                         greater of: (a) one half of one percent (0.5%) of the
                         principal balance of the Note; or (b) $15,000.00;
                         provided, however, that Lender will require $15,000.00
                         of such fee to be paid at the beginning of Lender's
                         review process, and such sum shall be nonrefundable and
                         earned upon receipt by Lender whether or not the
                         transaction is ultimately completed or Lender
                         ultimately approves the proposed purchaser or other
                         transferee;

                  3.     Receipt, at Borrower's expense, of either (at Lender's
                         discretion) a new ALTA standard loan policy or an
                         endorsement updating the Lender's existing loan policy
                         in the full amount of the Loan, in form and by an
                         issuer satisfactory to Lender, and which insures this
                         Deed of Trust to be a first and prior lien subject only
                         to those exceptions which were previously approved by
                         Lender and provides coverage against usury and
                         mechanic's liens;

                  4.     Receipt by Lender of copies of all relevant information
                         and documentation relating to or required by Lender in
                         connection with the proposed transfer including but not
                         limited to (a) the organizational documents of the
                         proposed transferee and an opinion of counsel
                         satisfactory to Lender as to its due formation, valid
                         existence and authority to enter into and carry out the
                         proposed transaction as well as the proposed
                         transferee's compliance with its status as a Single
                         Purpose Entity; (b) the deeds or other instruments of
                         transfer and documents relating to the assignment and
                         assumption of Leases; (c) evidence of compliance with
                         the insurance requirements contained in the Loan
                         Documents; and (d) compliance with such other closing
                         requirements as are customarily imposed by Lender in
                         connection with such transactions;

                  5.     Execution, delivery, acknowledgment and recordation, as
                         applicable, of new, revised and/or replacement
                         assumption agreements, loan modification agreements,
                         indemnification agreements, escrow security or property
                         reserves agreements, security instruments, financing
                         statements, UCCs, new or revised letters of credit
                         and/or guarantees in form and substance satisfactory to
                         Lender;

                  6.     Payment of outside counsel fees and costs, other
                         applicable professional's fees and costs, taxes,
                         recording fees and the like, and any other fees and
                         costs incurred;

                                       12
<Page>

                  7.     Receipt by Lender of 60 days advance written notice of
                         the proposed Transfer in question;

                  8.     Receipt by Lender of a waiver from any tenant having a
                         right or option to purchase the Premises or any portion
                         thereof, waiving such right or option in form and
                         substance acceptable to Lender; and

                  9.     At Lender's option, and if required by the procedures
                         promulgated by any rating agency(ies) associated with a
                         securitization transaction with respect to the Loan,
                         receipt by Lender of written evidence from such
                         agency(ies) to the effect that the proposed transfer
                         will not result in a re-qualification, reduction or
                         withdrawal of any rating in effect immediately prior to
                         such transfer issued in connection with the
                         securitization transaction.

                  "OWNERSHIP TRANSFER REQUIREMENTS" are all of the Property
                  Transfer Requirements which Lender deems appropriate in its
                  discretion, as well as a reasonable processing fee to be
                  determined by Lender; provided, however, that (i) with respect
                  to item 2 of the Property Transfer Requirements, the 0.5%
                  component of the fee shall be prorated (subject, however, to
                  the $15,000 minimum) based on Lender's calculation of the
                  effective percentage interest in Borrower transferred, and
                  (ii) item 3 of the Property Transfer Requirements shall be
                  required, at Lender's discretion, only in the event of (A) a
                  merger, consolidation, reorganization or any other business
                  combination, or (B) a reconstitution or conversion from one
                  entity to another type of entity.

            "SPECIFIC TRANSFER REQUIREMENTS -1" are all of the following which
            Borrower agrees to provide to Lender prior to each proposed
            transfer: (i) a transfer fee of $2,000.00; (ii) all relevant
            documentation and information related to the organization,
            authority, and validity of the proposed ownership interest
            purchaser, transferee and the transaction in general; (iii) all
            documents and instruments of conveyance, transfer and assignment;
            (iv) at Lender's discretion, a reaffirmation of the obligations of
            the Guarantor(s) under the Guaranty; and (v) evidence of payment of
            all outside counsel fees, professional fees, title insurance fees,
            if any, and any and all other fees, costs and expenses related to
            the proposed transfer (provided that no assumption or transfer fee
            other than the $2,000 fee stated in (i) above shall be required).

            "SPECIFIC TRANSFER REQUIREMENTS - 2" are all of the following which
            Borrower agrees to provide to Lender prior to each proposed
            transfer: IWRRET or a wholly owned affiliate thereof (i) (a) retains
            51% or more of the ownership interest in the

                                       13
<Page>

            Borrower, or (b) retains ownership of 20% to 50% of the ownership
            interest in the Borrower subject to Lender's review and approval in
            each instance of the proposed transferee and the subject
            transaction; Lender's review of the proposed transferee and the
            subject transaction shall encompass various factors, including but
            not limited to, transferee's creditworthiness, financial strength,
            and real estate management expertise, as well as the proposed
            transaction's effect on the Premises, Borrower and the other
            security for the Loan, and (ii) otherwise retains operational and
            management control of Borrower as determined by Lender, and further
            provided Borrower provides Lender each of the following items prior
            to each proposed transfer: (a) a transfer fee equal to the greater
            of $5,000.00 or the product of the percentage ownership interest in
            Borrower to be transferred multiplied by one percent (1%) of the
            outstanding principal balance of the Loan; (b) all relevant
            documentation and information related to the organization,
            authority, and validity of the proposed ownership interest
            purchaser, transferee and the transaction in general; (c) all
            documents and instruments of conveyance, transfer and assignment;
            (d) a reaffirmation of the obligations of the Guarantor(s) under the
            Guaranty; and (e) evidence of payment of all outside counsel fees,
            professional fees, title insurance fees and any and all other fees,
            costs and expenses related to the proposed transfer (provided that
            no assumption or transfer fee other than the $5,000.00 fee stated in
            (a) above shall be required).

            "SPECIFIC TRANSFER REQUIREMENTS - 3" are all of the following which
            Borrower agrees to provide to Lender prior to each proposed
            transfer: (i) said transfers are made to accommodate either the
            merger of IWRRET with the Qualified Successor or the sale of a
            majority of IWRRET's assets to the Qualified Successor; and (ii) the
            Qualified Successor retains direct or indirect ownership of 51% or
            more of the ownership interests in the Borrower and (iv) the
            Qualified Successor otherwise retains operational and management
            control of Borrower as determined by Lender, and further provided,
            Borrower provides Lender with each of the following items prior to
            the proposed transfer: (a) a transfer fee of $10,000.00; (b) all
            relevant documentation and information related to the organization,
            authority, and validity of the proposed ownership interest
            purchaser, transferee and the transaction in general; (c) all
            documents and instruments of conveyance, transfer and assignment;
            (d) a reaffirmation of the obligations of the Guarantor(s) under the
            Guaranty or assumption thereof by an individual(s) or entity(ies)
            acceptable to Lender in its sole discretion; and (e) evidence of
            payment of all outside counsel fees, professional fees, title
            insurance fees and any and all other fees, costs and expenses
            related to the proposed transfer (provided that no assumption or
            transfer fee other than the $10,000.00 fee stated in (a) above shall
            be required).

     3.     (a)   Borrower shall pay or cause to be paid when due and before any
                  penalty attaches or interest accrues all general taxes,
                  special taxes, assessments (including assessments for benefits
                  from public works or improvements whenever begun or
                  completed), utility charges, water charges, sewer

                                       14
<Page>

                  service charges, common area maintenance charges, if any,
                  vault or space charges and all other like charges against or
                  affecting the Premises or against any property or equipment
                  located on the Premises, or which might become a lien on the
                  Premises, and shall, within 10 days following Lender's
                  request, furnish to Lender a duplicate receipt of such
                  payment. If any such tax, assessment or charge may legally be
                  paid in installments, Borrower may, at its option, pay such
                  tax, assessment or charge in installments.

            (b)   If Borrower desires to contest any tax, assessment or charge
                  relating to the Premises, Borrower may do so by paying the
                  same in full, under protest, in the manner provided by law;
                  provided, however, that

                  (i)    if contest of any tax, assessment or charge may be made
                         without the payment thereof, and

                  (ii)   such contest shall have the effect of preventing the
                         collection of the tax, assessment or charge, so
                         contested and the sale or forfeiture of the Premises or
                         any part thereof or any interest therein to satisfy the
                         same,

                  then Borrower may in its discretion and upon the giving of
                  written notice to Lender of its intended action and upon the
                  furnishing to Lender of such security or bond as Lender may
                  require, contest any such tax, assessment or charge in good
                  faith and in the manner provided by law. All costs and
                  expenses incidental to such contest shall be paid by Borrower.
                  In the event of a ruling or adjudication adverse to Borrower,
                  Borrower shall promptly pay such tax, assessment or charge.
                  Borrower shall indemnify and save harmless the Lender and the
                  Premises from any loss or damage arising from any such contest
                  and shall, if necessary to prevent sale, forfeiture or any
                  other loss or damage to the Premises or to Lender, pay such
                  tax, assessment or charge or take whatever action is necessary
                  to prevent any sale, forfeiture or loss.

     4.     (a)   Borrower shall at all times keep or cause to be kept in force
                  (i) property insurance insuring all Improvements which now are
                  or hereafter become a part of the Premises for perils covered
                  by a causes of loss-special form insurance policy, including
                  coverage against terrorism containing both replacement cost
                  and agreed amount endorsements or equivalent coverage; (ii)
                  commercial general liability insurance naming Lender as an
                  additional insured protecting Borrower and Lender against
                  liability for bodily injury or property damage occurring in,
                  on or adjacent to the Premises in commercially reasonable
                  amounts; (iii) boiler and machinery insurance if the property
                  has a boiler or is an office building; (iv) rental value
                  insurance

                                       15
<Page>

                  for the perils specified herein for one hundred percent (100%)
                  of the Rents (including operating expenses, real estate taxes,
                  assessments and insurance costs which are lessee's liability)
                  for a period of twelve (12) months; (v) builders risk
                  insurance during all periods of construction; and (vi)
                  insurance against all other hazards as may be reasonably
                  required by Lender, including, without limitation, insurance
                  against loss or damage by flood. Notwithstanding anything
                  herein above to the contrary, if neither: (i) property
                  insurance without an exclusion for terrorism, terrorist acts
                  or similar perils ("Terrorism") nor; (ii) a separate policy
                  insuring specifically against Terrorism is available at a cost
                  which is in Lender's opinion is commercially reasonable,
                  taking into consideration, among other things: (a) how
                  properties similar in type, size, quality and location are
                  insured with respect to Terrorism; and (b) the amount of
                  coverage, premium and deductible applicable to such insurance,
                  then Lender agrees to waive the requirement to provide
                  insurance covering Terrorism until such coverage again becomes
                  available at a cost, which in Lender's opinion is commercially
                  reasonable.

            (b)   All insurance (including deductibles and exclusions) shall be
                  in form, content and amounts approved by Lender and written by
                  an insurance company or companies approved by Lender and rated
                  A-, class size VIII or better in the most current issue of
                  Best's Insurance Reports and which is licensed to do business
                  in the state in which the Premises are located or a
                  governmental agency or instrumentality approved by Lender. The
                  policies for such insurance shall have attached thereto
                  standard mortgagee clauses in favor of and permitting Lender
                  to collect any and all proceeds payable thereunder and shall
                  include a 30 day (except for nonpayment of premium, in which
                  case, a 10 day) notice of cancellation clause in favor of
                  Lender. All certificates of insurance (or policies if
                  requested by Lender) shall be delivered to and held by Lender
                  as further security for the payment of the Note and any other
                  obligations arising under the Loan Documents, with evidence of
                  renewal coverage delivered to Lender at least 30 days before
                  the expiration date of any policy. Borrower shall not carry or
                  permit to be carried separate insurance, concurrent in kind or
                  form and contributing in the event of loss, with any insurance
                  required in the Loan Documents.

            5.    (a)   Upon the occurrence of an Event of Default and upon
                  request of Lender, Borrower shall deposit with and pay to
                  Lender, on the Closing Date and/or on each payment date
                  specified in the Note, sums calculated by Lender for payment
                  of the following as they become due and payable: (i) the
                  estimated taxes and assessments assessed or levied against the
                  Premises, and (ii) the estimated premiums for insurance
                  required by the Loan Documents, excluding commercial general
                  liability insurance. Lender shall use such deposits to pay the
                  taxes, assessments and premiums

                                       16
<Page>

                  when the same become due. Borrower shall procure and deliver
                  to Lender, in advance, statements for such charges. If the
                  total payments made by Borrower under this paragraph exceed
                  the amount of payments actually made by Lender for taxes,
                  assessments and insurance premiums, such excess shall be
                  credited by Lender on subsequent deposits to be made by
                  Borrower. If, however, the deposits are insufficient to pay
                  the taxes, assessments and insurance premiums when the same
                  shall be due and payable, Borrower will pay to Lender any
                  amount necessary to make up the deficiency, five (5) business
                  days before the date when payment of such taxes, assessments
                  and insurance premiums shall be due. If at any time Borrower
                  shall tender to Lender, in accordance with the provisions of
                  the Note secured by this Deed of Trust, full payment of the
                  entire Indebtedness represented thereby, Lender shall, in
                  computing the amount of such Indebtedness, credit to the
                  account of Borrower any balance remaining in the funds
                  accumulated and held by Lender under the provisions of this
                  paragraph. If there is an Event of Default resulting in a
                  public sale of the Premises, or if Lender otherwise acquires
                  the Premises after an Event of Default, Lender shall apply, at
                  the time of commencement of such proceedings, or at the time
                  the Premises is otherwise acquired, the balance then remaining
                  in the funds accumulated under this paragraph as a credit
                  toward any delinquent or accrued taxes and then in such
                  priority as Lender elects to the other Indebtedness.

            (b)   Any funds held under this paragraph shall not constitute any
                  deposit or account of the Borrower or moneys to which the
                  Borrower is entitled upon demand, or upon the mere passage of
                  time, or sums to which Borrower is entitled to any interest or
                  crediting of interest by virtue of Lender's mere possession of
                  such deposits. Lender shall not be required to segregate such
                  deposits and may hold such deposits in its general account or
                  any other account and may commingle such deposits with any
                  other moneys of Lender or moneys which Lender is holding on
                  behalf of any other person or entity.

     6.     In the event of any damage to or destruction of the Premises, or any
            part thereof:

            (a)   Borrower will immediately notify Lender thereof in the manner
                  provided in this Deed of Trust for the giving of notices.
                  Lender shall have the right (which may be waived by Lender in
                  writing) to settle and adjust any claim under such insurance
                  policies required to be maintained by Borrower. In all
                  circumstances, the proceeds thereof shall be paid to Lender
                  and Lender is authorized to collect and to give receipts
                  therefor. Borrower agrees and acknowledges that such proceeds
                  shall be held by Lender without any allowance of interest and
                  that in any bankruptcy proceeding of Borrower, all such
                  proceeds shall be deemed to be "Cash Collateral" as that term
                  is

                                       17
<Page>

                  defined in Section 363 of the Bankruptcy Code. Provided that
                  no Event of Default exists, Borrower shall have the right to
                  participate in any settlement or adjustment; provided,
                  however, that any settlement or adjustment shall be subject to
                  the written approval of Lender, not to be unreasonably
                  withheld,

            (b)   Such proceeds, after deducting therefrom any reasonable
                  expenses incurred by Lender in the collection thereof
                  (including but not limited to reasonable attorneys' fees and
                  costs), shall be applied by Lender to pay the Indebtedness
                  secured hereby including, but not limited to the Make Whole
                  Premium, whether or not then due and payable, provided,
                  however, that if no Event of Default exists at the time of
                  such application, no Make Whole Premium shall be due.

                  Notwithstanding anything hereinabove to the contrary,

                  (i)    in the event the casualty occurs more than six (6)
                         months prior to the Maturity Date and no Event of
                         Default exists, Lender shall apply such proceeds as
                         outlined below; provided, further, that Lender's rights
                         in this subparagraph are subject to Borrower's rights
                         to use such proceeds for rebuilding and restoring the
                         buildings and improvements as may be required or
                         permitted by law in effect at the time of the loss.

                         (A)  If the aggregate amount of such proceeds is less
                              than $250,000, Lender shall pay such proceeds
                              directly to Borrower, to be held in trust for
                              Lender and applied to the cost of rebuilding and
                              restoring the Premises.

                         (B)  If the aggregate amount of such proceeds equals or
                              exceeds $250,000 Lender shall disburse such
                              amounts of the proceeds as Lender reasonably deems
                              necessary for the repair or replacement of the
                              Premises, subject to the conditions set forth in
                              paragraph 6(c) below.

                  (ii)   in the event (x) an Event of Default exists, or (y) the
                         casualty occurs during the last six (6) months prior to
                         the Maturity Date and Lender determines that the repair
                         and restoration of such casualty cannot be completed
                         prior to the Maturity Date, or (z) the conditions set
                         forth in paragraph 6(c) are not met, then Lender, in
                         its sole and absolute discretion may either;

                         (A)  declare the entire Indebtedness to be immediately
                              due and payable, provided, however, that if no
                              Event of Default

                                       18
<Page>

                              exists, no Make Whole Premium shall be due. All
                              proceeds shall be applied toward payment of the
                              Indebtedness in such priority as Lender elects; or

                         (B)  disburse such proceeds as Lender reasonably deems
                              necessary for the repair or replacement of the
                              Premises subject to those conditions set forth in
                              paragraph 6(c) which Lender in its sole and
                              absolute discretion may require.

            (c)   (i)    In the event that Borrower is to be reimbursed out of
                         the insurance proceeds or out of any award or payment
                         received with respect to a Taking, Lender shall from
                         time to time make available such proceeds, subject to
                         the following conditions: (a) there continues to exist
                         no Event of Default; (b) the delivery to Lender of
                         satisfactory evidence of the estimated cost of
                         completion of such repair and restoration work and any
                         architect's certificates, waivers of lien, contractor's
                         sworn statements, and other evidence of cost and of
                         payment and of the continued priority of the lien
                         hereof over any potential liens of mechanics and
                         materialmen (including, without limitation, title
                         policy endorsements) as Lender may reasonably require
                         and approve; (c) the time required to complete the
                         repair and restoration work and for the income from the
                         Premises to return to the level it was prior to the
                         loss will not exceed the coverage period of the rental
                         value insurance required hereunder; (d) the annual net
                         cash flow (annual net operating income after deduction
                         for tenant improvements, leasing commissions, annual
                         replacement reserves, and a management fee) shall equal
                         or exceed 1.5 times the annual debt service on the
                         Note. Only net operating income from approved executed
                         Leases in effect on the Premises, having at least three
                         (3) years remaining prior to the expiration of their
                         term, with no uncured defaults, shall be used in
                         Lender's determination of the annual net cash flow; (e)
                         Lender approves the plans and specifications of such
                         work before such work is commenced if the estimated
                         cost of rebuilding and restoration exceeds 25% of the
                         Indebtedness or involves any structural changes or
                         modifications. If said plans and specifications
                         substantially comply with those previously approved by
                         Lender, Lender's approval shall not be unreasonably
                         withheld; (f) if the amount of any insurance proceeds,
                         award or other payment is insufficient to cover the
                         cost of restoring and rebuilding the Premises, Borrower
                         shall pay such cost in excess of such proceeds, award
                         or other payment before being entitled to reimbursement
                         out of such funds; (g) Borrower pays to Lender a
                         non-refundable processing fee equal to the greater of
                         $5,000.00 or .25% of the

                                       19
<Page>

                         amount of such proceeds within sixty (60) days of the
                         occurrence of any such damage or destruction and before
                         Lender disburses any proceeds; and (h) such other
                         conditions to such disbursements, in Lender's
                         reasonable discretion, as would be customarily required
                         by a construction lender doing business in the area
                         where the Premises is located or which are otherwise
                         required by any rating agency rating a securitization
                         transaction with respect to the Loan.

                  (ii)   No payment made by Lender prior to the final completion
                         of the repair or restoration work shall, together with
                         all payments theretofore made, exceed 90% of the cost
                         of such work performed to the time of payment, and at
                         all times the undisbursed balance of said proceeds
                         shall be at least sufficient to pay for the cost of
                         completion of such work free and clear of all liens.
                         Any proceeds remaining after payment of the cost of
                         rebuilding and restoration shall, at the option of
                         Lender, either be (a) applied in reduction of the
                         Indebtedness secured hereby, provided, however, that if
                         no Event of Default exists at the time of such
                         application, no Make Whole Premium shall be due, or (b)
                         paid to Borrower.

                  (iii)  Repair and restoration of the Premises shall be
                         commenced promptly after the occurrence of the loss and
                         shall be prosecuted to completion diligently, and the
                         Premises shall be so restored and rebuilt to
                         substantially the same character and quality as prior
                         to such damage and destruction and shall comply with
                         all Legal Requirements.

            (d)   Should such damage or destruction occur after foreclosure or
                  sale proceedings have been instituted, the proceeds of any
                  such insurance policy or policies, if not applied in
                  rebuilding or restoration of the Improvements, shall be used
                  to pay (i) the Indebtedness then due and owing in the event of
                  a non-judicial sale in such priority as Lender elects, or (ii)
                  the amount due in accordance with any decree of foreclosure or
                  deficiency judgment that may be entered in connection with
                  such proceedings, and the balance, if any, shall be paid to
                  the owner of the equity of redemption if it shall then be
                  entitled to the same, or otherwise as any court having
                  jurisdiction may direct.

     7.     In the event of the commencement of a Taking affecting the Premises:

            (a)   Borrower shall notify Lender thereof in the manner provided in
                  this Deed of Trust for the giving of notices. Lender may
                  participate in such proceeding, and Borrower shall deliver to
                  Lender all documents requested by it to permit such
                  participation.

                                       20
<Page>

            (b)   Borrower shall cause the proceeds of any award or other
                  payment made relating to a Taking, to be paid directly to
                  Lender. Lender, in its sole and absolute discretion; (i) may
                  apply all such proceeds to pay the Indebtedness in such
                  priority as Lender elects, provided however, that if no Event
                  of Default exists at the time of such application no Make
                  Whole Premium shall be due; or (ii) subject to and in
                  accordance with the provisions set forth in paragraph 6(c)
                  above, may disburse such amounts of the proceeds as Lender
                  reasonably deems necessary for the repair or replacement of
                  the Premises.

            Notwithstanding anything herein above to the contrary, provided no
            Event of Default exists, Lender agrees to disburse the proceeds
            received from any Inconsequential Taking, as hereinafter defined, to
            Borrower for the repair and/or replacement of the Premises. An
            Inconsequential Taking shall be a Taking which (i) results in less
            than $250,000 in proceeds; (ii) does not, in Lender's determination,
            materially or adversely affect the Improvements, parking, access,
            ingress, egress or use of the Premises; and (iii) does not trigger
            any rights or options of tenants under the Leases.

     8.     If by the laws of the United States of America or of any state or
            governmental subdivision having jurisdiction over Borrower or of the
            Premises or of the Loan evidenced by the Loan Documents or any
            amendments or modifications thereof, any tax or fee is due or
            becomes due or is imposed upon Lender in respect of the issuance of
            the Note hereby secured or the making, recording and registration of
            this Deed of Trust or otherwise in connection with the Loan
            Documents, the Environmental Indemnity or the Loan, except for
            Lender's income or franchise tax, Borrower covenants and agrees to
            pay such tax or fee in the manner required by such law and to hold
            harmless and indemnify Trustee and Lender, their successors and
            assigns, against any liability incurred by reason of the imposition
            of any such tax or fee.

     9.     (a)   Upon the occurrence of any Event of Default, Lender may, but
                  need not, make any payment or perform any act herein required
                  of Borrower, in any form and manner deemed expedient and may,
                  but need not, make full or partial payments of principal or
                  interest on prior encumbrances, if any, and purchase,
                  discharge, compromise or settle any tax lien or other prior
                  lien or title or claim thereof, or redeem from any tax sale or
                  forfeiture affecting said Premises, or contest any tax or
                  assessment. All moneys paid for any of the purposes herein
                  authorized and all reasonable expenses paid or incurred in
                  connection therewith, including but not limited to, reasonable
                  attorneys' fees and costs and reasonable attorneys' fees and
                  costs on appeal, and any other money advanced by Lender to
                  protect the Premises and the lien hereof, shall be so much
                  additional Indebtedness secured

                                       21
<Page>

                  hereby and shall become immediately due and payable without
                  notice and with interest thereon at the Default Rate from the
                  date of expenditure or advance until paid.

            (b)   In making any payment hereby authorized relating to taxes or
                  assessments or for the purchase, discharge, compromise or
                  settlement of any prior lien, Lender may make such payment
                  according to any bill, statement or estimate secured from the
                  appropriate public office without inquiry into the accuracy
                  thereof or into the validity of any tax, assessment, sale,
                  forfeiture, tax lien or title or claim thereof or without
                  inquiry as to the validity or amount of any claim for lien
                  which may be asserted.

     10.    If one or more of the following events (herein called an "EVENT OF
            DEFAULT" or "EVENTS OF DEFAULT" as the context so requires) shall
            have occurred:

            (a)   failure to pay when due any principal, interest, Make Whole
                  Premium or other Indebtedness, utilities, taxes or assessments
                  or insurance premiums required pursuant to the Loan Documents
                  or the Environmental Indemnity, and such failure shall have
                  continued for 5 days as to payment of any principal, interest
                  or taxes or assessments, or insurance premiums or for 5 days
                  after written notice specifying such default is given by
                  Lender to Borrower as to payment of any Make Whole Premium; or

            (b)   Borrower, Interest Owner or any guarantor voluntarily brings
                  or acquiesces to any of the following: (A) any action for
                  dissolution, act of dissolution or dissolution or the like of
                  Borrower, Interest Owner or any guarantor under the Federal
                  Bankruptcy Code as now or hereafter constituted; (B) the
                  filing of a petition or answer proposing the adjudication of
                  Borrower, Interest Owner or any guarantor as a bankrupt or its
                  reorganization or arrangement, or any composition,
                  readjustment, liquidation, dissolution or similar relief with
                  respect to it pursuant to any present or future federal or
                  state bankruptcy or similar law; or (C) the appointment by
                  order of a court of competent jurisdiction of a receiver,
                  trustee or liquidator of the Premises or any part thereof or
                  of Borrower, Interest Owner or any guarantor or of
                  substantially all of the assets of Borrower, Interest Owner or
                  any guarantor; or

            (c)   one or more of the items set forth in paragraph 10(b) above
                  occur which were either not (i) voluntarily brought by
                  Borrower, Interest Owner or any guarantor or (ii) acquiesced
                  in by Borrower, Interest Owner or any guarantor, and which are
                  not discharged or dismissed within 90 days after the action,
                  filing or appointment, as the case may be; or

                                       22
<Page>

                  With respect to the matters in (b) and (c) above for an
                  Interest Owner only, no Event of Default shall occur until an
                  interested party or Interest Owner asserts a claim or right
                  against Borrower or the Premises which delays or otherwise
                  affects Lender's rights, remedies, or interests granted under
                  the Loan Documents (whether or not such assertion is
                  successful).

            (d)   with respect to the matters not described in the other
                  subparagraphs of this paragraph 10, failure to duly observe or
                  perform any covenant, condition or agreement of the Borrower
                  or any guarantor contained in this Deed of Trust, the
                  Guaranty, the Note or the Assignment of Leases from Borrower
                  to Lender or in any other instrument or agreement which
                  evidences or secures the Loan (the "LOAN DOCUMENTS"), or in
                  the Environmental Indemnity and such failure shall have
                  continued for 30 days after Notice specifying such failure is
                  given by Lender to Borrower; or

                  If any failure to observe or perform under (d) above shall be
                  of such nature that it cannot be cured or remedied within 30
                  days, Borrower shall be entitled to a reasonable period of
                  time to cure or remedy such failure (not to exceed 90 days
                  following the giving of Notice), provided Borrower commences
                  the cure or remedy thereof within the 30 day period following
                  the giving of Notice and thereafter proceeds with diligence,
                  as determined by Lender, to complete such, cure or remedy.

            (e)   the failure of Borrower to duly observe or perform any of the
                  covenants, conditions and agreements of the Borrower contained
                  in paragraph 2(f) of this Deed of Trust; or

            (f)   any representation when made by or on behalf of Borrower,
                  Interest Owner or any guarantor regarding the Premises, the
                  making or delivery of any of the Loan Documents or the
                  Environmental Indemnity or in any material written information
                  provided by or on behalf of Borrower, Interest Owner or any
                  guarantor in connection with the Loan shall prove to be untrue
                  or inaccurate in any material respect; or

            (g)   the failure of Borrower to give Notice to Lender within 90
                  days after the death of any individual who is personally
                  liable for any obligation under the Loan Documents or the
                  Environmental Indemnity, as Borrower, indemnitor or guarantor,
                  whether or not such individual had executed the Note or this
                  Deed of Trust; or

            (h)   subject to the provisions of paragraph 2(f), the failure of
                  Borrower to provide Lender with an assumption agreement in
                  form, and substance and executed by a person(s) or entity(ies)
                  acceptable to Lender in its sole discretion to assume the
                  obligations of any deceased individual who is

                                       23
<Page>

                  personally liable for any obligation under the Loan Documents
                  or the Environmental Indemnity, as Borrower, indemnitor or
                  guarantor, whether or not such individual had executed the
                  Note or this Deed of Trust, and such failure shall have
                  continued for 90 days after the death of such individual; or

            (i)   the failure of Borrower to remain a Single-Purpose Entity;

            then, in each and every such case, the whole of said principal sum
            hereby secured shall, at the option of the Lender and without
            further notice to Borrower, become immediately due and payable
            together with accrued interest thereon, a Make Whole Premium
            calculated in accordance with the provisions of the Loan Documents
            and all other Indebtedness, and whether or not Lender has exercised
            said option, interest shall accrue on the entire principal balance
            and any interest or Make Whole Premium or other Indebtedness then
            due, at the Default Rate until fully paid or if Lender has not
            exercised said option, for the duration of any Event of Default.

     11.    Borrower agrees that if Lender accelerates the whole or any part of
            the principal sum hereby secured after the occurrence of an Event of
            Default, or applies any proceeds pursuant to the provisions hereof,
            Borrower waives any right to prepay the principal sum hereby secured
            in whole or in part without premium and agrees to pay, as yield
            maintenance protection and not as a penalty, a "MAKE WHOLE PREMIUM".
            However, in the event any proceeds from a casualty or Taking of the
            Premises are applied to reduce the principal balance under the Note,
            no Make Whole Premium shall be due so long as no Event of Default
            exists at the time of such application. The Make Whole Premium shall
            be the greater of one percent (1%) of the principal amount to be
            prepaid or a premium calculated as follows:

                         (a)  Determine the "REINVESTMENT YIELD." The
            Reinvestment Yield will be equal to the yield on the U.S. Treasury
            Issue ("PRIMARY ISSUE")* published one week prior to the date of
            prepayment and converted to an equivalent monthly compounded nominal
            yield.

            * At this time there is not a U.S. Treasury Issue for this
            prepayment period. At the time of prepayment, Lender shall select in
            its sole and absolute discretion a U.S. Treasury Issue with similar
            remaining time to the Maturity Date.

            (b)   Calculate the "PRESENT VALUE OF THE LOAN." The Present Value
                  of the Loan is the present value of the payments to be made in
                  accordance with the Note (all installment payments and any
                  remaining payment due on the Maturity Date) discounted at the
                  Reinvestment Yield for the number of months remaining from the
                  date of prepayment to the Maturity Date. In the event of a
                  partial prepayment as a result of the aforementioned

                                       24
<Page>

                  application of proceeds, the Present Value of the Loan shall
                  be calculated in accordance with the preceding sentence
                  multiplied by the fraction which results from dividing the
                  amount of the prepaid proceeds by the principal balance
                  immediately prior to prepayment.

            (c)   Subtract the amount of the prepaid proceeds from the Present
                  Value of the Loan as of the date of prepayment. Any resulting
                  positive differential shall be the premium.

            Notwithstanding anything herein to the contrary, during the last 90
            days prior to the Maturity Date, the Make Whole Premium shall not be
            subject to the one percent (1%) minimum and shall be calculated only
            as provided in (a) through (c) above.

     12.    Lender may foreclose this Deed of Trust, insofar as it encumbers the
            Premises, either by judicial action or through Trustee. Foreclosure
            through Trustee will be initiated by Lender's filing of its notice
            of election and demand for sale with Trustee. Upon the filing of
            such notice of election and demand for sale, Trustee shall promptly
            comply with all notice and other requirements of the laws of
            Colorado then in force with respect to such sales. Any sale
            conducted by Trustee pursuant to this section shall be held at the
            front door of the county courthouse for such county or city and
            county, or on the Premises, or at such other place as similar sales
            are then customarily held in such county or city and county,
            provided that the actual place of sale shall be specified in the
            notice of sale. The proceeds of any sale under this section shall be
            applied first to the fees and expenses of the officer conducting the
            sale, and then to the reduction or discharge of the Indebtedness
            (including reasonable attorneys' fees). Any surplus remaining shall
            be paid over to Borrower or to such other person or persons as may
            be lawfully entitled to such surplus. At the conclusion of any
            foreclosure sale, the officer conducting the sale shall execute and
            deliver to the purchaser at the sale a certificate of purchase which
            shall describe the property sold to such purchaser and shall state
            that upon the expiration of the applicable periods for redemption,
            the holder of such certificate will be entitled to a deed to the
            Premises described in the certificate. After the expiration of all
            applicable periods of redemption, unless the Premises sold has been
            redeemed, the officer who conducted such sale shall, upon request,
            execute and deliver an appropriate deed to the holder of the
            certificate of purchase or the last certificate of redemption, as
            the case may be, and such deed shall operate to divest Borrower and
            all persons claiming under Borrower of all right, title, and
            interest, whether legal or equitable, in the Premises described in
            the deed. Nothing in this section dealing with foreclosure
            procedures or specifying particular actions to be taken by Lender or
            by Trustee or any similar officer shall be deemed to contradict or
            add to the requirements and procedures now or hereafter specified by
            Colorado law, and any such inconsistency shall be resolved in favor
            of Colorado law applicable at the time of foreclosure.

                                       25
<Page>

     13.    Intentionally Deleted.

     14.    In the event of such a sale of the Premises or any part thereof and
            the execution of a deed or deeds therefor under these trusts, any
            recital therein of the occurrence of an Event of Default or of the
            giving or recording of any notice or demand by Trustee or Lender
            regarding such sale shall be conclusive proof thereof, and the
            receipt of the purchase money recited therein shall fully discharge
            the purchaser from any obligation for the proper application of the
            proceeds of sale in accordance with these trusts.

     15.    Following the occurrence of an Event of Default, unless the same has
            been specifically waived in writing, Borrower shall forthwith upon
            demand of Lender surrender to Lender possession of the Premises, and
            Lender shall be entitled to take actual possession of the Premises
            or any part thereof personally or by its agents or attorneys, and
            Lender in its discretion may, with or without force and with or
            without process of law, enter upon and take and maintain possession
            of all or any part of the Premises together with all documents,
            books, records, papers and accounts of the Borrower or the then
            owner of the Premises relating thereto, and may exclude Borrower,
            its agents or assigns wholly therefrom, and may as attorney-in-fact
            or agent of the Borrower, or in its own name as Lender and under the
            powers herein granted:

            (a)   hold, operate, maintain, repair, rebuild, replace, alter,
                  improve, manage or control the Premises as it deems judicious,
                  insure and reinsure the same and any risks related to Lender's
                  possession, operation and management thereof and receive all
                  Rents, either personally or by its agents, and with full power
                  to use such measures, legal or equitable, as in its discretion
                  it deems proper or necessary to enforce the payment or
                  security of the Rents, including actions for the recovery of
                  Rent, actions in forcible detainer and actions in distress for
                  Rents, hereby granting full power and authority to exercise
                  each and every of the rights, privileges and powers herein
                  granted at any and all times hereafter, without notice to
                  Borrower; and

            (b)   conduct leasing activity pursuant to the provisions of the
                  Assignment of Leases.

            Neither Trustee nor Lender shall be obligated to perform or
            discharge, nor does either hereby undertake to perform or discharge,
            any obligation, duty or liability under any Lease. Except to the
            extent that the same is caused solely by Lender's gross negligence
            or willful misconduct, should Trustee or Lender incur any liability,
            loss or damage under any Leases, or under or by reason of the
            Assignment of Leases, or in the defense of any claims or demands
            whatsoever which may be asserted against Lender or Trustee by reason
            of any alleged

                                       26
<Page>

            obligations or undertakings on its part to perform or discharge any
            of the terms, covenants or agreements in any Lease, the amount
            thereof, including costs, expenses and reasonable attorneys' fees
            and costs, including reasonable attorneys' fees and costs on appeal,
            shall be added to the Indebtedness and secured hereby.

     16.    Upon the occurrence of an Event of Default, Lender in the exercise
            of the rights and powers conferred upon them shall have the full
            power to use and apply the Rents, less costs and expenses of
            collection to the payment of or on account of the items listed in
            (a) - (c) below, at the election of Lender and in such order as
            Lender may determine as follows:

            (a)   to the payment of (i) the expenses of operating and
                  maintaining the Premises, including, but not limited to the
                  cost of management, leasing (which shall include reasonable
                  compensation to Lender and its agent or agents if management
                  and/or leasing is delegated to an agent or agents), repairing,
                  rebuilding, replacing, altering and improving the Premises,
                  (ii) premiums on insurance as hereinabove authorized, (iii)
                  taxes and special assessments now due or which may hereafter
                  become due on the Premises, and (iv) expenses of placing the
                  Premises in such condition as will, in the sole judgment of
                  Lender, make it readily rentable;

            (b)   to the payment of any principal, interest or any other
                  Indebtedness secured hereby or any deficiency which may result
                  from any foreclosure sale;

            (c)   to the payment of established claims for damages, if any,
                  reasonable attorneys' fees and costs and reasonable attorneys'
                  fees and costs on appeal.

            The manner of the application of Rents, the reasonableness of the
            costs and charges to which such Rents are applied and the item or
            items which shall be credited thereby shall be within the sole and
            unlimited discretion of Lender. To the extent that the costs and
            expenses in (a) and (c) above exceed the amounts collected, the
            excess shall be added to the Indebtedness and secured hereby.

     17.    Upon the occurrence of any Event of Default, unless the same has
            been specifically waived in writing, Lender may apply to any court
            having jurisdiction for the appointment of a receiver of the
            Premises. Such appointment may be made either before or after sale,
            without notice, without regard to the solvency or insolvency of
            Borrower at the time of application for such receiver and without
            regard to the then value of the Premises or the adequacy of Lender's
            security. Lender may be appointed as such receiver. The receiver
            shall have power to collect the Rents during the pendency of any
            foreclosure proceedings and, in case of a sale, during the full
            statutory period of redemption, if any, as well as during any
            further times when Borrower, except for the intervention of such
            receiver,

                                       27
<Page>

            would be entitled to collect such Rents. In addition, the receiver
            shall have all other powers which shall be necessary or are usual in
            such cases for the protection, possession, control, management and
            operation of the Premises during the whole of said period. The court
            from time to time may authorize the receiver to apply the net income
            in its possession at Lender's election and in such order as Lender
            may determine in payment in full or in part of those items listed in
            paragraph 16.

     18.    (a)   Borrower agrees that all reasonable costs, charges and
                  expenses, including but not limited to, reasonable attorneys'
                  fees and costs, incurred or expended by Trustee or Lender
                  arising out of or in connection with any action, proceeding or
                  hearing, legal, equitable or quasi-legal, including the
                  preparation therefor and any appeal therefrom, in any way
                  affecting or pertaining to the Loan Documents, the
                  Environmental Indemnity, or the Premises, shall be promptly
                  paid by Borrower. All such sums not promptly paid by Borrower
                  shall be added to the Indebtedness secured hereby and shall
                  bear interest at the Default Rate from the date of such
                  advance and shall be due and payable on demand.

            (b)   Borrower hereby agrees that upon the occurrence of an Event of
                  Default and the acceleration of the principal sum secured
                  hereby pursuant to this Deed of Trust, to the full extent that
                  such rights can be lawfully waived, Borrower hereby waives and
                  agrees not to insist upon, plead, or in any manner take
                  advantage of, any notice of acceleration, any stay, extension,
                  exemption, homestead, marshaling or moratorium law or any law
                  providing for the valuation or appraisement of all or any part
                  of the Premises prior to any sale or sales thereof under any
                  provision of this Deed of Trust or before or after any decree,
                  judgment or order of any court or confirmation thereof, or
                  claim or exercise any right to redeem all or any part of the
                  Premises so sold and hereby expressly waives to the full
                  extent permitted by applicable law on behalf of itself and
                  each and every person or entity acquiring any right, title or
                  interest in or to all or any part of the Premises, all benefit
                  and advantage of any such laws which would otherwise be
                  available to Borrower or any such person or entity, and agrees
                  that neither Borrower nor any such person or entity will
                  invoke or utilize any such law to otherwise hinder, delay or
                  impede the exercise of any remedy granted or delegated to
                  Lender herein but will permit the exercise of such remedy as
                  though any such laws had not been enacted. Borrower hereby
                  further expressly waives to the full extent permitted by
                  applicable law on behalf of itself and each and every person
                  or entity acquiring any right, title or interest in or to all
                  or any part of the Premises any and all rights of redemption
                  from any sale or any order or decree of foreclosure obtained
                  pursuant to provisions of this Deed of Trust.

                                       28
<Page>

     19.    In accordance with and subject to the terms and conditions of the
            Assignment of Leases, Borrower hereby assigns to Lender directly and
            absolutely, and not merely collaterally, the interest of Borrower as
            lessor under the Leases of the Premises and the Rents payable under
            any Lease and/or with respect to the use of the Premises, or portion
            thereof, including any oil, gas or mineral lease, or any
            installments of money payable pursuant to any agreement or any sale
            of the Premises or any part thereof, subject only to a license, if
            any, granted by Lender to Borrower with respect thereto prior to the
            occurrence of an Event of Default. Borrower has executed and
            delivered the Assignment of Leases which grants to Lender specific
            rights and remedies in respect of said Leases and governs the
            collection of Rents thereunder and from the use of the Premises, and
            such rights and remedies so granted shall be cumulative of those
            granted herein.

            The collection of such Rents and the application thereof as
            aforesaid shall not cure or waive any Event of Default or notice of
            default hereunder or invalidate any act done pursuant to such
            notice, except to the extent any such Event of Default is fully
            cured. Failure or discontinuance of Lender at any time, or from time
            to time, to collect any such moneys shall not impair in any manner
            the subsequent enforcement by Lender of the right, power and
            authority herein conferred on Lender. Nothing contained herein,
            including the exercise of any right, power or authority herein
            granted to Lender, shall be, or be construed to be, an affirmation
            by Lender of any tenancy, Lease or option, or an assumption of
            liability under, or the subordination of the lien or charge of this
            Deed of Trust to any such tenancy, Lease or option. Borrower hereby
            agrees that, in the event Lender exercises its rights as provided
            for in this paragraph or in the Assignment of Leases, Borrower
            waives any right to compensation for the use of Borrower's
            furniture, furnishings or equipment in the Premises for the period
            such assignment of rents or receivership is in effect, it being
            understood that the Rents derived from the use of any such items
            shall be applied to Borrower's obligations hereunder as above
            provided.

     20.    All rights and remedies granted to Trustee or Lender in the Loan
            Documents shall be in addition to and not in limitation of any
            rights and remedies to which it is entitled in equity, at law or by
            statute, and the invalidity of any right or remedy herein provided
            by reason of its conflict with applicable law or statute shall not
            affect any other valid right or remedy afforded to Trustee or
            Lender. No waiver of any default or Event of Default under any of
            the Loan Documents shall at any time thereafter be held to be a
            waiver of any rights of the Trustee or Lender hereunder, nor shall
            any waiver of a prior Event of Default or default operate to waive
            any subsequent Event of Default or default. All remedies provided
            for in the Loan Documents are cumulative and may, at the election of
            Lender, be exercised alternatively, successively or concurrently. No
            act of Trustee or Lender shall be construed as an election to
            proceed under any one provision herein to the exclusion of any other
            provision or to proceed against one portion of the Premises

                                       29
<Page>

            to the exclusion of any other portion. Time is of the essence under
            this Deed of Trust and the Loan Documents.

     21.    By accepting payment of any sum secured hereby after its due date,
            Lender does not waive its right either to require prompt payment
            when due of all other sums or installments so secured or to declare
            a default for failure to pay such other sums or installments.

     22.    The usury provisions of paragraph 6 of the Note and the limitation
            of recourse liability provisions of paragraph 9 of the Note are
            fully incorporated herein by reference as if the same were
            specifically stated here.

     23.    In the event one or more provisions of the Loan Documents shall be
            held to be invalid, illegal or unenforceable in any respect, such
            invalidity, illegality or unenforceability shall not affect any
            other provision hereof, and the Loan Documents shall be construed as
            if any such provision had never been contained herein.

     24.    If the payment of the Indebtedness secured hereby or of any part
            thereof shall be extended or varied, or if any part of the security
            be released, all persons now or at any time hereafter liable
            therefor, or interested in said Premises, shall be held to assent to
            such extension, variation or release, and their liability and the
            lien and all provisions hereof shall continue in full force, the
            right of recourse against all such persons being expressly reserved
            by Lender notwithstanding such variation or release.

     25.    Upon payment in full of the principal sum, interest and other
            Indebtedness secured by the Loan Documents, Lender shall execute and
            deliver to Borrower such documents as may be required to release any
            Loan Documents of record.

     26.    (a)   Borrower hereby grants to Lender and its respective agents,
                  attorneys, employees, consultants, contractors and assigns an
                  irrevocable license and authorization to enter upon and
                  inspect the Premises and all facilities located thereon at
                  reasonable times, subject to the inspection rights provisions
                  afforded to Borrower under the Leases. Lender shall make
                  reasonable efforts to ensure that the operations of the
                  tenants are not disrupted.

            (b)   In connection with any sale or conveyance of this Deed of
                  Trust, Borrower grants to Lender and its respective agents,
                  attorneys, employees, consultants, contractors and assigns an
                  irrevocable license and authorization to conduct, at Lender's
                  expense, a Phase I environmental audit of the Premises,
                  subject to the inspection rights provisions afforded to
                  Borrower under the Leases.

                                       30
<Page>

            (c)   In the event there has been an Event of Default or in the
                  event Lender has formed a reasonable belief, based on its
                  inspection of the Premises or other factors known to it, that
                  Hazardous Materials may be present on the Premises, then
                  Borrower grants to Lender and its respective agents,
                  attorneys, employees, consultants, contractors and assigns an
                  irrevocable license and authorization to conduct, at
                  Borrower's expense using ATC Associates, Inc. or the firm of
                  Borrower's choice, subject to Lender's reasonable approval,
                  environmental tests of the Premises, including without
                  limitation, a Phase I environmental audit, subsurface testing,
                  soil and ground water testing, and other tests which may
                  physically invade the Premises or facilities (the "TESTS").
                  The scope of the Tests shall be such as Lender, in its sole
                  discretion, determines is necessary to (i) investigate the
                  condition of the Premises, (ii) protect the security interests
                  created under this Deed of Trust, or (iii) determine
                  compliance with Environmental Laws, the provisions of the Loan
                  Documents and the Environmental Indemnity and other matters
                  relating thereto. Lender shall make reasonable efforts to
                  ensure that the operations of the tenants are not disrupted.

            (d)   Provided no Event of Default has occurred, Lender will provide
                  Borrower with reasonable notice of Lender's intent to enter,
                  inspect and conduct the Tests provided for in this paragraph.
                  In addition, Lender shall conduct such inspections and Tests
                  during normal business hours and use reasonable efforts to
                  minimize disruption of the lessees' business operations.

                  The foregoing licenses and authorizations are intended to be a
                  means of protection of Lender's security interest in the
                  Premises and not as participation in the management of the
                  Premises.

     27.    Within 15 days after any written request by any party to this Deed
            of Trust, the requested party shall certify, by a written statement
            duly acknowledged, the amount of principal, interest and other
            Indebtedness then owing on the Note, the terms of payment, Maturity
            Date and the date to which interest has been paid. Borrower shall
            further certify whether any defaults, offsets or defenses exist
            against the Indebtedness secured hereby. Borrower shall also furnish
            to Lender, within 30 days of its request therefor, tenant estoppel
            letters from such tenants of the Premises as Lender may reasonably
            require; which Lender shall not request more than one (1) time per
            annum.

     28.    (a)   Borrower shall furnish to Lender within 90 days after the end
                  of each fiscal year of Borrower, a detailed and analytical
                  financial report prepared in accordance with generally
                  accepted accounting principles consistently applied, certified
                  in a

                                       31
<Page>

                  manner and otherwise in form acceptable to Lender covering the
                  full and complete operation of the Premises, including without
                  limitation: (i) income and expense statements, and (ii) a
                  report of the leasing status of the Premises as of the end of
                  such period, identifying the lessee, square footage leased,
                  rental amount, base rental increases, rental concessions
                  and/or rental deferments, if any, and commencement and
                  expiration dates under each Lease of the Premises and a
                  listing of sales volumes attained by lessees of the Premises
                  under percentage leases for the immediately preceding year,
                  and (iii) within 15 days after written request by Lender, an
                  aged accounts receivable report and an annual budget. Such
                  reports shall be prepared by an accountant who may be an
                  employee of Borrower, or of an affiliate of Borrower,
                  acceptable to Lender. In addition to the reports referred to
                  herein, Borrower shall promptly supply any additional
                  information or records relating to the Premises or its
                  operation as Lender may from time to time reasonably request.

            (b)   Within 15 days after any written request by Lender, Borrower
                  shall furnish to Lender, for the most recently completed
                  fiscal quarter of Borrower, the reports specified in (i) and
                  (ii) above.

     (c)          Within 15 days after any written request by Lender, Borrower
                  shall furnish to Lender, for the most recently completed
                  fiscal year, a combined or consolidated federal income tax
                  return filed by IWRRET. Said information shall be subject to
                  Lender's review.

     29.    Except as provided herein with respect to notices required by
            Colorado law to be given in connection with foreclosure proceedings,
            each notice, consent, request, report or other communication under
            this Deed of Trust or any other Loan Document (each, a "NOTICE"),
            which any party hereto may desire or be required to give to the
            other shall be deemed to be an adequate and sufficient notice if
            given in writing and service is made by either (i) registered or
            certified mail, postage prepaid, in which case notice shall be
            deemed to have been received three (3) business days following
            deposit to U.S. mail; or (ii) nationally recognized overnight air
            courier, next day delivery, prepaid, in which case such notice shall
            be deemed to have been received one (1) business day following
            delivery to such nationally recognized overnight air courier. All
            Notices shall be addressed to Borrower at its address given on the
            first page hereof, or to Lender at c/o Principal Real Estate
            Investors, LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450, Attn:
            Commercial Real Estate Servicing, Loan No. 753946, or to such other
            place as any party may by written notice to the other parties
            designate as a place for service of notice. Borrower shall not be
            permitted to designate more than one place for service of Notice
            concurrently.

     30.    Intentionally Deleted.

                                       32
<Page>

     31.    Trustee or Lender at any time, at Trustee's or Lender's option, may
            commence and maintain suit in any court of competent jurisdiction
            and obtain the aid and direction of said court in the execution by
            it of the trusts or any of them, herein expressed or contained, and,
            in such suit, may obtain the orders or decrees, interlocutory or
            final of said court directing the execution of said trusts, and
            confirming and approving Trustee's or Lender's acts, or any of them,
            or any sales or conveyances made by Trustee, and adjudging the
            validity thereof, and directing that the purchasers of the property
            sold and conveyed be let into immediate possession thereof, and
            providing for orders of court or other process requiring the Sheriff
            of the county in which said property is situated to place and
            maintain said purchasers in quiet and peaceable possession of the
            property so purchased by them, and the whole thereof.

     32.    Borrower has had the opportunity to fully negotiate the terms hereof
            and modify the draftsmanship of the Loan Documents and the
            Environmental Indemnity. Therefore, the terms of the Loan Documents
            and the Environmental Indemnity shall be construed and interpreted
            without any presumption, inference, or rule requiring construction
            or interpretation of any provision of the Loan Documents and the
            Environmental Indemnity against the interest of the party causing
            the Loan Documents and the Environmental Indemnity or any portion of
            it to be drafted. Borrower is entering into the Loan Documents and
            the Environmental Indemnity freely and voluntarily without any
            duress, economic or otherwise.

     33.    Borrower, forthwith upon request, at any and all times hereafter, at
            the expense of Borrower, will cause to be made, executed,
            acknowledged and delivered to Lender, any and every deed or
            assurance in law which Lender or counsel of Lender shall reasonably
            advise or require for the more sure, effectual and satisfactory
            granting and confirming of said Premises unto Trustee.

     34.    Intentionally Deleted.

     35.    Intentionally Deleted.

     36.    This Deed of Trust and all provisions hereof shall inure to the
            benefit of the heirs, successors and assigns of Lender and shall
            bind the heirs and permitted successors and assigns of Borrower.

     37.    This Deed of Trust shall be governed by, and construed in accordance
            with, the laws of the state of Colorado, without regard to its
            conflicts of law principles.

     38.    As used herein, the term "DEFAULT RATE" means a rate equal to the
            lesser of (i) four percent (4%) per annum above the then applicable
            interest rate payable under the Note or (ii) the maximum rate
            allowed by applicable law.

                                       33
<Page>

     39.    BORROWER AND LENDER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
            WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTIONS
            BROUGHT BY BORROWER, TRUSTEE OR LENDER IN CONNECTION WITH THIS DEED
            OF TRUST, ANY OF THE LOAN DOCUMENTS, THE INDEBTEDNESS SECURED
            HEREBY, OR ANY OTHER STATEMENTS OR ACTIONS OF LENDER.

     40.    This Deed of Trust and the Indebtedness secured hereby is for the
            sole purpose of conducting or acquiring a lawful business,
            professional or commercial activity or for the acquisition or
            management of real or personal property as a commercial investment,
            and all proceeds of such Indebtedness shall be used for said
            business or commercial investment purpose. Such proceeds will not be
            used for the purchase of any security within the meaning of the
            Securities Exchange Act of 1934, as amended, or any regulation
            issued pursuant thereto, including without limitation, Regulations
            U, T and X of the Board of Governors of the Federal Reserve System.
            This is not a purchase money deed of trust where a seller is
            providing financing to a buyer for the payment of all or any portion
            of the purchase price and the Premises secured hereby is not a
            residence or homestead or used for mining, grazing, agriculture,
            timber or farming purposes.

     41.    Unless Lender shall otherwise direct in writing, Borrower shall
            appear in and defend all actions or proceedings purporting to affect
            the security hereunder, or any right or power of the Lender,
            excluding any Federal regulatory proceedings against Lender that are
            not instituted because of any act or omission by Borrower, any
            Interest Owner or which result from the Premises. The Lender shall
            have the right to appear in such actions or proceedings. Borrower
            shall save Lender harmless from all reasonable costs and expenses,
            including but not limited to, reasonable attorneys' fees and costs
            and costs of a title search, continuation of abstract and
            preparation of survey incurred by reason of any action, suit,
            proceeding, hearing, motion or application before any court or
            administrative body in and to which Lender may be or become a party
            by reason hereof, excluding any Federal regulatory proceedings
            against Lender that are not instituted because of any act or
            omission by Borrower, any Interest Owner or which result from the
            Premises. Such proceedings shall include but not be limited to
            condemnation, bankruptcy, probate and administration proceedings, as
            well as any other action, suit, proceeding, right, motion or
            application wherein proof of claim is by law required to be filed or
            in which it becomes necessary to defend or uphold the terms of this
            Deed of Trust or the Loan Documents or otherwise purporting to
            affect the security hereof or the rights or powers of Lender. All
            money paid or expended by Lender in that regard, together with
            interest thereon from date of such payment at the Default Rate shall
            be additional Indebtedness secured hereby and shall be immediately
            due and payable by Borrower without notice.

                                       34
<Page>

     42.    Upon the occurrence of an Event of Default, unless the same has been
            specifically waived in writing, all Rents collected or received by
            Borrower shall be accepted and held for Lender in trust and shall
            not be commingled with the funds and property of Borrower, but shall
            be promptly paid over to Lender.

     43.    If more than one, all obligations and agreements of Borrower are
            joint and several.

     44.    This Deed of Trust may be executed in counterparts, each of which
            shall be deemed an original; and such counterparts when taken
            together shall constitute but one agreement.

     45.    If at any time before the Indebtedness secured hereby is paid in
            full CIN Arvada, L.P. exercises its rights under the Redevelopment
            Agreement and Borrower provides Lender with the following
            information, then upon receipt by Lender, Lender will execute and
            deliver to Borrower a partial release, releasing from this Deed of
            Trust and the lien hereof, the portion of the Premises to be
            conveyed to CIN Arvada, L.P. as more particularly described in the
            Redevelopment Agreement; PROVIDED, HOWEVER, that the following are
            conditions precedent to Lender's obligation to execute and deliver
            said partial release:

                  (a)   Borrower shall furnish Lender with satisfactory evidence
            of the recording of the resubdivision of the Premises;

                  (b)   Borrower shall furnish Lender a satisfactory recertified
            as-built survey;

                  (c)   Borrower shall furnish Lender an endorsement updating
            the existing loan title policy in the full amount of the Loan and
            reflecting the revised legal description in form and by an issuer
            satisfactory to Lender or, if such endorsement is not available, a
            new ALTA standard loan title policy. The policy shall insure this
            Deed of Trust to be a first and prior lien on the Land remaining
            subject to the lien of this Deed of Trust subject only to those
            exceptions which were previously approved by Lender;

                  (d)   the Land remaining subject to the lien of this Deed of
            Trust, after any such release with the Improvements thereon will in
            all respects be a complete lot for zoning purposes and will meet all
            requirements with respect to building ordinances, zoning laws,
            parking requirements, building restrictions and all other applicable
            rules and regulations of all governmental bodies having jurisdiction
            thereof;

                  (e)   the buildings located on the Land remaining subject to
            the lien of this Deed of Trust, shall be independent,
            self-sufficient structural and functional entities;

                                       35
<Page>

                  (f)   the Land remaining subject to the lien of this Deed of
            Trust shall maintain its original access to public roads, subject to
            the execution and delivery of any reciprocal easements for ingress
            and egress as may be appropriate;

                  (g)   Borrower must satisfy Lender that the proposed use of
            the released land construed in the broadest sense will not violate
            the provisions of any private declaration of restrictive covenants
            or any other reciprocal casement agreement or operating agreement
            pertaining to all or any part of the Land remaining subject to the
            lien of this Deed of Trust;

                  (h)   Borrower shall furnish Lender with evidence satisfactory
            to Lender that the Land and Improvements remaining subject to this
            Deed of Trust are separately assessed for real estate taxing
            purposes;

                  (i)   no default exists under the Loan Documents; and

                  (j)   Borrower agrees to pay Lender's attorneys' fees and
            costs in connection with the review and approval of the partial
            release or, in the alternative, Borrower may elect to have Lender
            perform all necessary reviews in which event Lender shall have the
            right to assess a reasonable handling fee in Lender's reasonable
            discretion.

     46.    Upon the occurrence of a default by Borrower under the Redevelopment
            Agreement, Lender shall have the right (but shall be under no
            obligation) to advance funds necessary to cure such default in which
            event, any funds so advanced by Lender shall be a demand obligation
            owing by Borrower to Lender with interest at the Default Rate from
            the date advanced until repaid. Upon failure to remit such amount to
            Lender within five (5) days after advance and notice thereof by
            Lender then, in addition to any other rights or remedies of Lender
            as provided in the Loan Documents or at law (including the right to
            declare an Event of Default), Lender shall have the option to
            terminate the license granted to Borrower in the Assignment of
            Leases and Rents immediately and automatically, without further
            action or documentation other than written notice to Borrower and
            written notice of Borrower's Event of Default given by Lender to any
            lessee, and all Rents thereafter payable and all agreements and
            covenants thereafter to be performed by any such lessee shall be
            paid and performed by such lessee directly to Lender in the same
            manner as if the above license had not been granted, without
            prosecution of any legal or equitable remedies hereunder. Lender
            shall have the full power to use and apply the Rents, less costs and
            expenses of collection to the payment of or on account of the items
            listed below:

            (a)   first to the payment of any principal, interest or any other
                  Indebtedness secured hereby; and

                                       36
<Page>

            (b)   the balance to be credited against the repayment of any funds
                  advanced by Lender in connection with Borrower's default under
                  the Redevelopment Agreement, including interest at the Default
                  Rate from the date of advancement, reasonable attorneys' fees
                  and other costs incurred by Lender in connection therewith
                  until such advance and all other sums have been repaid in
                  full.

            Upon repayment in full of all amounts due under subparagraph 46(b),
            then provided no other Event of Default has occurred, all amounts
            received by Lender in excess of the funds required in subparagraph
            46(a) shall be remitted to Borrower.

                      REMAINDER OF PAGE INTENTIONALLY BLANK
                            (Signatures on next page)

                                       37
<Page>

     IN WITNESS WHEREOF, Borrower has caused this Deed of Trust, Security
Agreement and Assignment of Rents to be duly executed and delivered as of the
date first hereinabove written.

                                         INLAND WESTERN ARVADA, L.L.C., a
                                         Delaware limited liability company

                                         By:  INLAND WESTERN RETAIL REAL
                                              ESTATE TRUST, INC., a Maryland
                                              corporation, Member


                                              By:  /s/ Valerie Medina
                                                   -----------------------------
                                                   Name:  Valerie Medina
                                                        ------------------------
                                                   Title: asst. Secretary
                                                         -----------------------

STATE OF ILLINOIS    )
                     )
COUNTY OF Du Page    )

     The foregoing instrument was acknowledged before me this 17th day of June,
2004 by Valerie Medina, as Asst. Secretary of Inland Western Retail Real Estate
Trust, Inc., a Maryland corporation, on behalf of said corporation, in its
capacity as Member of Inland Western Arvada, L.L.C, a Delaware limited liability
company, on behalf of said limited liability company.

     Witness my hand and official seal.

                                         /s/ Kimberly A. Mitchell
                                         ---------------------------------------
                                         Notary Public, State of Illinois


My Commission expires:                   ---------------------------------------
                                         [Printed name]
----------------------


            OFFICIAL SEAL
          KIMBERLY A. MITCHELL
     NOTARY PUBLIC-STATE OF ILLINOIS
     MY COMMISSION EXPIRES: 03-12-07

                                       37
<Page>

                                    EXHIBIT A

                               (Legal Description)

Tax Parcel No.:

Tract I       39-144-01-011
Tract II39-141-14-001 and 39-141-14-002
Tract III     39-141-14-002

Addresses:

Tract I       7310, 7370, 7380, 7400, 7430, 7450, 7460, 7490
              West 552nd Avenue, Arvada, Colorado

Tract II      5220A-5220Z, 5230, 5240, 5260, 5280
              Wadsworth Bypass, Arvada, Colorado

Tract III     Not Applicable

TRACT I:

PARCEL A:

Lot 1-B, Block 1, ARVADA MARKETPLACE FILING NO. 1 - 2ND AMENDMENT MINOR
SUBDIVISION PLAT, a subdivision of the City of Arvada, recorded October 23, 2003
in the Official Records of Jefferson County, Colorado under Reception No.
F1892166.

PARCEL B:

Easement estate appurtenant to Parcel A created in Declaration of Restrictions
and Grant of Easements recorded April 16, 1991, in the Official Records of
Jefferson County, Colorado under Reception No. 91031345, over and across the
real property more particularly described therein.

PARCEL C:

Easement estate appurtenant to Parcel A created in Easements With Covenants and
Restrictions Affecting Land ("ECR") recorded April 30, 2004, in the Official
Records of Jefferson County, Colorado under Reception No. F2016531, over and
across the real property more particularly described therein.

County of Jefferson
State of Colorado

                                        1
<Page>

TRACT II:

PARCEL A:

Lots 1 and 2, Block 1, ARVADA MARKETPLACE FILING NO. 2 AMENDED, a subdivision of
the City of Arvada, recorded June 11, 1987 in the Official Records of Jefferson
County, Colorado under Reception No. 87077266.

PARCEL B:

Easement estates appurtenant to Parcel A as follows:

Access rights as created in Declaration of Covenants recorded December 19, 1986
in the Official Records of Jefferson County, Colorado under Reception No.
86156798 over and across the real property more particularly described therein.

Ingress and egress rights as shown in Note 2 on plat of ARVADA MARKETPLACE
FILING NO. 2 AMENDED, a subdivision of the City of Arvada, recorded June 11,
1987 in the Official Records of Jefferson County, Colorado under Reception No.
87077266, over and across the real property more particularly described therein.

County of Jefferson
State of Colorado

TRACT III:

PARCEL A:

Lot 2, Block 1, ARVADA MARKETPLACE FILING NO. 2 SECOND AMENDED, a subdivision of
the City of Arvada, recorded December 17, 1992 in the Official Records of
Jefferson County, Colorado under Reception No. 92164135.

PARCEL B:

Easement estate appurtenant to Parcel A as shown in Note 2 on plat of ARVADA
MARKETPLACE FILING NO. 2 SECOND AMENDED, a subdivision of the City of Arvada,
recorded December 17, 1992 in the Official Records of Jefferson County, Colorado
under Reception No. 92164135, over and across the real property more
particularly described therein.

County of Jefferson
State                                  of                               Colorado

                                        2
<Page>

                                    EXHIBIT B

                             Permitted Encumbrances

                                 Loan No. 753946
                                    (Arvada)

1.   Taxes for the year 2004 and subsequent years.

2.   Rights of tenants, as tenants only, under recorded tenant leases more
     particularly described in Exhibit B to the Assignment of Leases and Rents
     of even date herewith executed by Borrower in favor of Lender.

3.   Covenants, conditions and restrictions set forth on the deed recorded
     January 30, 1953 in Book 792 at Page 507.

4.   Right to deny or restrict each and every right of access to and from the
     land insured hereby, directly onto abutting street or highway designated as
     Colorado State Highway No. 72 and Colorado State Highway No. 76 by reason
     of grant or relinquishment of said access right(s) by deeds recorded
     February 3, 1965 in Book 1775 at Page 56, June 15, 1979 at Reception No.
     79053154, February 12, 1981 at Reception No. 81010076, August 12, 1981 at
     Reception No. 81059108, March 23, 1982 at Reception No. 82019011, September
     30, 1982 at Reception No. 82068419 and December 20, 1982 at Reception No.
     82089220.

5.   Terms, conditions, provisions, agreements and obligations specified under
     the Development Agreement, which was recorded February 21, 1974 in Book
     2594 at Page 390.

6.   Terms, conditions, provisions, agreements and obligations specified under
     the Subdivider's Agreement, which was recorded October 10, 1978 at
     Reception No. 78093171.

7.   Covenants, conditions and restrictions set forth on the deed recorded
     October 22, 1985 at Reception No. 85101751, January 23, 1986 at Reception
     No. 86008076, January 23, 1986 at Reception No. 86008078 and February 4,
     1986 at Reception No. 86011931, Arvada Urban Renewal Authority Certificate
     of Completion of Improvements and Renunciation of Right of Re-Entry for
     Condition Broken recorded June 24, 1987 at Reception No. 87082391.

8.   Easement for construction and maintenance of sewer lines as granted to
     Metropolitan Denver Sewage Disposal District No. 1 in instrument recorded
     November 29, 1985 at Reception No. 85115275.

9.   An easement for transmission, distribution of electricity and incidental
     purposes granted to Public Service Company of Colorado by the instrument
     recorded November 29, 1985

                                        1
<Page>

     at Reception No. 85115495, upon the terms and conditions set forth in the
     instrument, over a portion of the land.

10.  All items set forth on the plat of ARVADA MARKETPLACE FILING NO. 1 recorded
     January 2, 1986 at Reception No. 86000509.

11.  An easement for utility and incidental purposes granted to Public Service
     Company of Colorado by the instrument recorded January 27, 1986 at
     Reception No. 86009158, upon the terms and conditions set forth in the
     instrument, over a portion of the land.

12.  Easement and right of way for utility facilities as granted to City of
     Arvada in instrument recorded September 25, 1986 at Reception No. 86116003.

13.  Easement and right of way for water meters and appurtenances as granted to
     City of Arvada in instrument recorded May 26, 1988 at Reception No.
     88051265.

14.  Terms, conditions and provisions specified under the Agreement for
     Administrative Approval of Final Development Plan Amendment Arvada
     Marketplace Filing No. 1, which was recorded March 15, 1990 at Reception
     No. 90021411.

15.  All items set forth on the plat of ARVADA MARKETPLACE FILING NO. 1 -
     AMENDED recorded March 28, 1990 at Reception No. 90025037.

     Ordinance vacating utility and emergency access easement recorded October
     26, 2000 at Reception No. F1135476, and recorded September 11, 2003 at
     Reception No. F1862666.

16.  Terms, conditions, provisions, agreements and obligations specified under
     the Declaration of Restrictions and Grant of Easements, which was recorded
     April 16, 1991 at Reception No. 91031345.

17.  Terms, agreements, provisions conditions and obligations of a Memorandum of
     Lease, executed by CIN Arvada, L.P., a Delaware limited partnership, as
     lessor(s), and Red Robin Holding Co., Inc., a Nevada corporation, as
     lessee(s), recorded August 22, 2000 at Reception No. F1103255.

18.  Terms, agreements, provisions, conditions and obligations of a Memorandum
     of Lease, executed by CIN Arvada, L.P., a Delaware limited partnership, as
     lessor(s), and Famous American Barbecue, LLC, a Colorado limited liability
     company, as lessee(s), recorded November 30, 2000 at Reception No.
     F1151069.

19.  Fire Lane and Emergency Access and Utility easement as granted to City of
     Arvada in instrument recorded February 8, 2001 at Reception No. F1181779.

20.  Terms, conditions, provisions, agreements and obligations specified under
     the Declaration of No-Build Area, which was recorded September 4, 2003 at
     Reception No. F1856413.

                                        2
<Page>

21.  All items set forth on the plat of ARVADA MARKETPLACE FILING NO. 1 - 2nd
     AMENDMENT recorded October 23, 2003 at Reception No. F1892166.

22.  Arvada Marketplace Filing No. 1 Amended Utility Easements Vacation in
     instrument recorded December 18, 2003 at Reception No. F1928468.

23.  Ordinance No. 3858, vacating a portion of Fire Lane easement in instrument
     recorded February 5, 2004 at Reception No. F1956987.

24.  Easement and right of way for underground water lines and appurtenances as
     granted to City of Arvada in instrument recorded January 8, 2004 at
     Reception No. 1939850.

25.  Fire Lane and Emergency Access easement as granted to City of Arvada in
     instrument recorded January 8, 2004 at Reception No. F1939851.

26.  Matters as set forth on ALTA/ACSM Land Title Survey prepared by CR Moore
     Land Surveying, dated April 12, 2004, Job No. 20-99, to wit:
     a.  Brick wall encroaches into PSCO easement.
     b.  2' x 16' Shopping Center Sign lies outside the property line.
     c.  6.9' encroachment on trash enclosure into easement.

27.  An easement for street light conductor and incidental purposes granted to
     Public Service Company of Colorado by the instrument recorded September 16,
     1976 in Book 2909 at Page 223, upon the terms and conditions set forth in
     the instrument, over a portion of the land.

28.  Terms, conditions, provisions, agreements and obligations specified under
     the Development Agreement Arvada Marketplace, Phases 1 and 2, which was
     recorded September 19, 1985 at Reception No. 85089856, amendment recorded
     October 10, 1985 at Reception No. 85098111, Second Amendment recorded
     November 27, 1985 at Reception No. 85114885, Third Amendment recorded
     December 26, 1985 at Reception No. 85125186, Fourth Amendment recorded May
     21, 1986 at Reception No. 86054072, Fifth Amendment recorded May 21, 1986
     at Reception No. 86054073, Sixth Amendment recorded May 21, 1986 at
     Reception No. 86054074, Seventh Amendment recorded January 22, 1987 at
     Reception No. 87009793 and Eighth Amendment recorded June 11, 1987 at
     Reception No. 87077267.

29.  All items set forth on the plat of ARVADA MARKETPLACE FILING NO. 2 recorded
     December 18, 1986 at Reception No. 86156779.

30.  Covenants, conditions and restrictions set forth on the Declaration
     recorded December 19, 1986 at Reception No. 86156798.

31.  Easement and right of way for underground pipelines and incidental purposes
     as granted to Cort and Graves Ditch Associates in instrument recorded May
     26, 1987 at Reception No. 87068305.

                                        3
<Page>

32.  Easement and right of way for underground pipelines and incidental purposes
     as granted to Cort & Graves Ditch Associates in instrument recorded May 26,
     1987 at Reception No. 87068306.

33.  An easement for public utilities, and incidental purposes granted to Public
     Service Company of Colorado and Mountain States Telephone and Telegraph
     Company, by the instrument recorded October 20, 1987 at Reception No.
     87129696.

34.  Easement and right of way for public utilities as granted to City of Arvada
     in instrument recorded December 10, 1987 at Reception No. 87147505.

35.  Easement and right of way for fire lane and incidental purposes as granted
     to City of Arvada in instrument recorded December 10, 1987 at Reception No.
     87147506.

36.  An easement for utility and incidental purposes granted to Public Service
     Company of Colorado by the instrument recorded January 11, 1988 at
     Reception No. 88002497.

37.  An easement for utility and incidental purposes granted to Public Service
     Company of Colorado by the instrument recorded January 11, 1988 at
     Reception No. 88002498.

38.  An easement for utility and incidental purposes granted to Public Service
     Company of Colorado by the instrument recorded February 1, 1988 at
     Reception No. 88009506.

39.  Terms, agreements, provisions, conditions and obligations of a Memorandum
     of Lease, executed by Arvada Connection Associates, Ltd., as lessor(s), and
     International House of Pancakes, Inc., as lessee(s), recorded April 11,
     1988 at Reception No. 88035441.

40.  All items set forth on the plat of ARVADA MARKETPLACE FILING NO. 2 SECOND
     AMENDED recorded December 17, 1992 at Reception No. 92164135.

41.  Covenants, conditions and restrictions set forth on the deed recorded
     January 21, 1993 at Reception No. 93009625.

42.  Matters as shown on the ALTA/ACSM Land Title Survey prepared by CR Moore
     Land Surveying, dated April 13, 2004, Job No. 20-99, to-wit:
     a.  3.9' encroachment of building into easement.
     b.  0.5' encroachment of building into easement.

43.  Terms, conditions, provisions, agreements and obligations specified under
     the Easements with Covenants and Restrictions Affecting Land, which was
     recorded April 30, 2004 at Reception No. F2016531.

44.  Terms, conditions, provisions, agreements and obligations specified under
     the Redevelopment Agreement, which was recorded April 30, 2004 at Reception
     No. F2016532.

                                        4

</TEXT>
</DOCUMENT>
