INLAND WESTERN RETAIL REAL ESTATE TRUST INC
EXHIBIT 10.196
<DOCUMENT>
<TYPE>EX-10.196
<SEQUENCE>39
<FILENAME>a2140704zex-10_196.txt
<DESCRIPTION>EXHIBIT 10.196
<TEXT>
<Page>

                                                                  Exhibit 10.196

                                                 Allstate Life Insurance Company
                                                                 Loan No. 122499

                              DEED OF TRUST NOTE B

                                                               Chicago, Illinois
$7,260,000                                                         June 28, 2004

       1.     PAYMENT OF PRINCIPAL AND INTEREST. FOR VALUE RECEIVED, INLAND
WESTERN LAKEWOOD, L.L.C., a Delaware limited liability company (the "Maker"),
hereby promises to pay to the order of ALLSTATE LIFE INSURANCE COMPANY, and any
subsequent holder of this Note ("Holder" or "Holders") in the manner hereinafter
provided, the principal amount of SEVEN MILLION TWO HUNDRED SIXTY THOUSAND
DOLLARS ($7,260,000), together with interest on the outstanding principal
balance from the date of the initial disbursement (for purposes of this Note,
"disbursement" means the date funds are wire transferred from Holder's account)
of all or a part of the principal of this Note ("Disbursement Date") until
maturity at a variable rate per annum ("Contract Rate") equal to (a) 3.83% for
the Initial Interest Period (as hereinafter defined), and (b) thereafter equal
to the LIBOR Rate (as hereinafter defined) plus 2.25%. The Contract Rate shall
be adjusted on the first day of each Interest Period (as hereinafter defined).

              "LIBOR Rate" shall mean the London Interbank Offered Rate for the
period of time comparable to the Interest Period (as hereinafter defined) as
published in The Wall Street Journal on the Interest Rate Determination Date (as
hereinafter defined). If the LIBOR Rate is no longer available in The Wall
Street Journal, the LIBOR Rate shall be as quoted at the close of business by
Bloomberg, L.P. on the Interest Rate Determination Date.

              "Interest Rate Determination Date" shall be one day prior to the
first day of the Interest Period if the LIBOR Rate is available on such date,
and, if not, then the next preceding date on which the LIBOR Rate is available.

              The "Initial Interest Period" shall mean the period commencing on
the Disbursement Date and continuing through September 30, 2004. The Initial
Interest Period shall include the balance of the month in which the Closing
occurs.

              "Interest Period" shall mean three (3) calendar month periods
commencing on July 1, 2004.

       Principal and interest shall be payable as follows:

       (a)    on the Disbursement Date, interest only, in advance, accruing from
the Disbursement Date to the last day of June, 2004 both inclusive; and

       (b)    on the first day of August, 2004, and on the first day of each
month thereafter until this Note is fully paid (the initial payment and each
subsequent payment under this subparagraph (b) shall each hereinafter be
referred to as "Monthly Payment"), in arrears, interest only on the unpaid
principal balance at the Contract Rate; and

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       (c)    on July 1, 2005, the entire unpaid principal amount and any
interest accrued but remaining unpaid and all other sums due under this Note.

       Except for the interest payable under paragraph (a) above, interest shall
be payable in arrears and calculated on the basis of a 360 day year containing
twelve 30 day months. All such payments on account of the indebtedness evidenced
by this Note shall be first applied to interest accrued on the unpaid principal
amount and the remainder toward reduction of the unpaid principal amount.

       2.     PAYMENT INFORMATION. All payments required to be made hereunder
shall be made during regular business hours to Holder at its office c/o
Commercial Mortgage Division, Allstate Plaza South, Suite G5C, 3075 Sanders
Road, Northbrook, Illinois 60062, Attention: Servicing Manager, with sufficient
information to identify the source and application of such payment to Holder's
Loan #122499, or at such other place as Holder may from time to time designate
in writing. All payments shall be made in currency of the United States of
America without presentment or surrender of this Note. Payments to Holder shall
be made by transferring immediately available federal funds by bank wire or
interbank transfer for the account of Holder. Any payment of principal or
interest received after 1:00 p.m. Chicago time shall be deemed to have been
received by Holder on the next business day and shall bear interest accordingly.
If and so long as Holder directs Maker to make payments to a servicing agent,
then payments may be made by check. Payments made by check will not be deemed
made until good funds for such check are received by Holder or the servicing
agent.

       3.     SECURITY FOR NOTE. The payment of this Note and all other sums due
Holder is secured by (a) a Deed of Trust, Assignment of Leases, Rents and
Contracts, Security Agreement and Fixture Filing ("Deed of Trust") of even date
herewith, granted by Maker, as mortgagor, to Holder, as mortgagee, covering
certain real property, the improvements thereon and certain personal property
situated in the County of Pierce, State of Washington and described in the Deed
of Trust ("Property"), and (b) those certain instruments of indebtedness and
security described as "Related Agreements" in the Deed of Trust. Except as
otherwise defined herein, all of the defined terms contained in the Deed of
Trust and the Related Agreements are hereby incorporated herein by express
reference.

       4.     LATE CHARGES. If any Monthly Payment required under this Note not
be paid in full on or before the fifth (5th) day of the month in which such
payment is due, Maker acknowledges that the Holder will incur extra expenses for
the handling of the delinquent payment and servicing the indebtedness evidenced
hereby, and that the exact amount of these extra expenses is extremely difficult
and impractical to ascertain, but that a charge of five percent (5%) of the
amount of the delinquent payment ("Late Charge") would be a fair approximation
of the expense so incurred by Holder. If applicable law requires a lesser
charge, however, then the maximum charge permitted by such law may be charged by
Holder for said purpose. Therefore, Maker shall, in such event, without further
notice, and without prejudice to the right of Holder to collect any other
amounts provided to be paid hereunder or under the Deed of Trust, the Related
Agreements or any other instrument executed for purposes of further securing
payment of the obligations evidenced by this Note, or to declare an Event of
Default, as defined below, pay to Holder immediately upon demand the Late Charge
to compensate Holder for expenses incurred in handling delinquent payments.

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       5.     INTEREST PAYABLE UPON DEFAULT. If there occurs an Event of Default
under this Note or the Deed of Trust or under any Related Agreement, then the
unpaid principal amount of this Note, and all accrued and unpaid interest
thereon shall bear interest at the Contract Rate plus five percent (5%) per
annum compounded monthly ("Default Rate") from the date of expiration of any
applicable cure or grace period until such time, if any, as the Event of Default
is cured and the Deed of Trust and this Note are reinstated as permitted by
applicable law, or otherwise until such time as the unpaid principal amount of
this Note and all other indebtedness evidenced by this Note are fully repaid,
whichever is earlier.

       6.     EVENTS OF DEFAULT. An "Event of Default" shall exist under this
Note:

       (a)    in the event Maker shall fail to make any payment due under this
Note, other than the final payment and Prepayment Premium, on or before the
fifth (5th) day of the month in which such payment is due;

       (b)    in the event Maker shall fail to make the final payment or the
Prepayment Premium when such payment is due; or

       (c)    if there shall exist an Event of Default under the Deed of Trust,
Note A (as defined in the Deed of Trust), or in any of the Related Agreements.

       7.     ADDITIONAL PAYMENTS. The additional payments called for under
Paragraphs 4 and 5 shall be in addition to, and shall in no way limit, any other
rights and remedies provided for in this Note, the Deed of Trust, Note A, any
Related Agreements, or otherwise provided by law.

       8.     PAYMENT OF TAXES AND EXPENSES. Maker further promises to pay to
Holder, immediately upon written notice from Holder: (i) all recordation,
transfer, stamp, documentary or other fees or taxes levied on Holder (exclusive
of Holder's income taxes) by reason of the making or recording of this Note, the
Deed of Trust or any of the Related Agreements, and (ii) all intangible property
taxes levied upon any Holder of this Note or mortgagee under the Deed of Trust
or secured party under the Related Agreements.

       Maker further promises to pay to Holder, immediately upon written notice
from Holder, all actual costs, expenses, disbursements, escrow fees, title
charges and reasonable legal fees and expenses actually incurred by Holder and
its counsel in (i) the collection, attempted collection, or negotiation and
documentation of any settlement or workout of the principal amount of this Note,
the interest thereon or any installment or other payment due hereunder, and (ii)
any suit or proceeding whatsoever at all trial and appellate levels in regard to
this Note or to protect, sustain or enforce the lien of any instrument securing
this Note, including, without limitation, in any bankruptcy proceeding or
judicial or nonjudicial foreclosure proceeding. It is the intent of the parties
that Maker pay all expenses and reasonable attorneys' and paralegals' fees
incurred by Holder as a result of or in connection with (A) matters described in
clauses (i) and (ii) above, (B) the negotiation and closing of the loan
transaction evidenced by this Note and Note A, and any supplements or amendments
thereto, (C) the protection of property given as security for the indebtedness
evidenced hereby, and (D) responding to requests from Maker that Holder take
certain actions, and as may otherwise be reasonably incurred by Holder as a
result of or in connection with entering into the loan transaction evidenced by
this Note and Note A.

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       9.     PREPAYMENT. At any time, with at least thirty (30) days prior
written notice to Holder, specifying the date of prepayment, which shall be the
last day of an Interest Period, Maker will have the privilege of prepaying the
outstanding principal amount together with any accrued but unpaid interest, any
other sums secured by the Deed of Trust and the Loan Documents and without a
prepayment premium, unless at the time of such prepayment, an Event of Default
exists, in which case Maker shall be required to pay a prepayment premium
("Prepayment Premium") equal to five percent (5%) of the outstanding balance of
this Note.

       Written notice of Maker's election to make a prepayment in full of this
Note shall be given in the manner provided for notices under the Deed of Trust.
Partial prepayment of the outstanding principal amount of this Note shall not be
permitted except in accordance with the terms of the Deed of Trust. In the event
of such a permitted partial prepayment, the Prepayment Premium calculated in
this Paragraph 9 shall be prorated based on the amount of the partial prepayment
relative to the then current outstanding principal balance of this Note.

       Maker acknowledges that Holder:

       (a)    would not have been willing to advance such amounts on these terms
for a shorter period of time;

       (b)    in making the loan evidenced by this Note, is relying on Maker's
creditworthiness and its agreement to pay in strict accordance with the terms
set forth in the Note; and

       (c)    would not make the loan evidenced by this Note without full and
complete assurance by Maker of its agreement not to prepay all or a part of the
principal of this Note except as expressly permitted herein and in the Deed of
Trust.

       10.    EVASION OF PREPAYMENT PREMIUM. Maker acknowledges that in the
event of an acceleration of payment of this Note following an Event of Default
by Maker, a tender of payment of an amount necessary to satisfy the indebtedness
evidenced hereby, but not including the Prepayment Premium, made at any time
prior to a foreclosure sale by Maker, its successors or assigns or by anyone on
behalf of Maker, or by a buyer upon foreclosure or power of sale, shall
constitute a prepayment hereunder and shall be presumed to be and conclusively
deemed to constitute a deliberate evasion of the prepayment provisions hereof
and shall therefore be subject to the Prepayment Premium in accordance with this
Note with the date of prepayment being deemed the date of occurrence of the
foreclosure sale or the tender of payment of the amount necessary to pay the
entire indebtedness evidenced hereby in full, including the Prepayment Premium.

       11.    MAKER'S COVENANTS. Maker agrees that:

       (a)    this instrument and the rights and obligations of all parties
hereunder shall be governed by and construed under the laws of the state or
commonwealth in which the Property is located;

       (b)    the obligation evidenced by this Note is an exempted transaction
under the Truth-in-Lending Act, 15 U.S.C Section 1601, ET SEQ. (1982);

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       (c)    said obligation constitutes a business loan for the purpose of the
application of any laws that distinguish between consumer loans and business
loans and that have as their purpose the protection of consumers in the state or
commonwealth in which the Property is located;

       (d)    at the option of the Holder, the United States District Court for
the district in which the Property is located and any court of competent
jurisdiction of the state or commonwealth in which the Property is located shall
have jurisdiction in any action, suit or other proceeding arising out of or
relating to any act taken or omitted hereunder or the enforcement of this Note,
the Deed of Trust and the Related Agreements and Maker shall not assert in any
such action, suit or other proceeding that it is not personally subject to the
jurisdiction of such courts, that the action, suit or other proceeding is
brought in an inconvenient forum or that the venue of the action, suit or other
proceeding is improper;

       (e)    it hereby waives any objections to venue; and

       (f)    it hereby waives its right to a trial by jury.

       12.    SEVERABILITY. The parties hereto intend and believe that each
provision of this Note comports with all applicable local, state and federal
laws and judicial decisions. However, if any provision or any portion of any
provision contained in this Note is held by a court of law to be invalid,
illegal, unlawful, void or unenforceable as written in any respect, then it is
the intent of all parties hereto that such portion or provision shall be given
force to the fullest possible extent that it is legal, valid and enforceable,
that the remainder of the Note shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion or provision was not contained therein,
and the rights, obligations and interests of Maker and Holder under the
remainder of this Note shall continue in full force and effect.

       13.    USURY LAWS. It is the intention of Maker and Holder to conform
strictly to the usury laws now or hereafter in force in the state or
commonwealth in which the Property is located, and any interest payable under
this Note, the Deed of Trust, or any Related Agreement shall be subject to
reduction to an amount not to exceed the maximum non-usurious amount for
commercial loans allowed under the usury laws of the state or commonwealth in
which the Property is located as now or hereafter construed by the courts having
jurisdiction over such matters. In the event such interest (whether designated
as interest, service charges, points, or otherwise) does exceed the maximum
legal rate, it shall be:

       (a)    cancelled automatically to the extent that such interest exceeds
the maximum legal rate;

       (b)    if already paid, at the option of the Holder, either be rebated to
Maker or credited on the principal amount of the Note; and

       (c)    if the Note has been prepaid in full, then such excess shall be
rebated to Maker.

       14.    ACCELERATION. Upon an Event of Default, Holder shall have the
right, without further demand or notice, to declare the entire principal amount
of this Note and/or any Future Advance (as defined in the Deed of Trust) then
outstanding, all accrued and unpaid interest

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thereon and all other further sums payable under this Note, which shall include
the Prepayment Premium (calculated as provided in Paragraph 9 above), the Deed
of Trust or any note evidencing any Future Advance, to be immediately due and
payable and, notwithstanding the stated maturity in this Note or any note
evidencing any Future Advance, all such sums declared due and payable shall
thereupon become immediately due and payable. During the existence of such Event
of Default, Holder may apply payments received on any amounts due under the
Note, the Deed of Trust, any Related Agreement or any note evidencing any Future
Advance as Holder may determine in its sole discretion.

       15.    WAIVERS BY MAKER. As to this Note, the Deed of Trust, the Related
Agreements and any other instruments securing the indebtedness, Maker and all
guarantors, sureties and endorsers, severally waive all applicable exemption
rights, whether under any state constitution, homestead laws or otherwise, and
also severally waive diligence, valuation and appraisement, presentment for
payment, protest and demand, notice of protest, demand and dishonor and
diligence in collection and nonpayment of this Note and all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note (except notice of default specifically provided for
in the Deed of Trust and the Related Agreements). To the extent permitted by
law, Maker further waives all benefit that might accrue to Maker by virtue of
any present or future laws exempting the Property, or any other property, real
or personal, or the proceeds arising from any sale of any such property, from
attachment, levy, or sale under execution, or providing for any stay of
execution to be issued on any judgment recovered on this Note or in any action
to foreclose the Deed of Trust, injunction against sale pursuant to power of
sale, exemption from civil process or extension of time for payment. Maker
agrees that any real estate or any personalty that may be levied upon pursuant
to a judgment obtained by virtue of this Note, or any writ of execution issued
thereon, may be sold upon any such writ in whole or in part in any order desired
by Holder.

       16.    MAKER NOT RELEASED. No delay or omission of Holder to exercise any
of its rights and remedies under this Note, the Deed of Trust or any Related
Agreements at any time following the happening of an Event of Default shall
constitute a waiver of the right of Holder to exercise such rights and remedies
at a later time by reason of such Event of Default or by reason of any
subsequently occurring Event of Default. The acceptance by Holder of payment of
any sum payable hereunder after the due date of such payment shall not be a
waiver of Holder's right to either require prompt payment when due of all other
sums payable hereunder or to declare a default for failure to make prompt
payment. This Note, or any payment hereunder, may be extended from time to time
by agreement in writing between Maker and Holder without in any other way
affecting the liability and obligations of Maker and endorsers, if any.

       17.    NONRECOURSE. Except as otherwise set forth in this Paragraph,
Holder's recourse under this Note, the Deed of Trust and the Related Agreements
shall be limited to and satisfied from the Property and the proceeds thereof,
the rents and all other income arising therefrom during and after the month in
which an Event of Default has occurred, the other assets of Maker arising out of
the Property which are given as collateral for this Note or Note A, and any
other collateral given in writing to Holder as security for repayment of this
Note or Note A (all of the foregoing are collectively referred to as the "Loan
Collateral"). Notwithstanding the preceding sentence:

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       (a)    Holder may, in accordance with the terms of this Note, Note A, the
Deed of Trust or any Related Agreement: (i) foreclose the lien of the Deed of
Trust; (ii) take appropriate action to enforce this Note, Note A, the Deed of
Trust and the Related Agreements to realize upon and/or protect the Loan
Collateral; (iii) name Maker as a party defendant in any action brought under
this Note, Note A, the Deed of Trust or the Related Agreements so long as the
exercise of any remedy is limited to the Loan Collateral; (iv) pursue all of its
rights and remedies against any guarantor or surety or master tenant whether or
not a partner, member or other owner of Maker; and (v) pursue all of its rights
and remedies against Maker and the indemnitors under that certain Environmental
Indemnity Agreement of even date herewith and that certain Terrorism Insurance
Indemnity Agreement of even date herewith;

       (b)    Holder may seek damages or other monetary relief, to the extent of
actual monetary loss, or any other remedy at law or in equity against Maker, and
the indemnitors/guarantors, if any, under any nonrecourse exception indemnity
agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i)
the failure of Maker to pay to Holder, upon demand, all rents, issues and
profits of the Property to which Holder is entitled pursuant to this Note, Note
A, the Deed of Trust or the Related Agreements following an Event of Default;
(ii) any waste of the Property or any willful act or omission by Maker which
damages or materially reduces the value of the Property; (iii) the distribution
of rents, issues and profits from the Property prior to the payment of operating
expenses or the provision for reserves, if any, to be made pursuant to this
Note, Note A, the Deed of Trust or the Related Agreement prior to any other
expenditure or distribution by Maker; (iv) the failure to account for and to
turn over security deposits (and interest required by law or agreement to be
paid thereon) or prepaid rents following the occurrence of an Event of Default
under this Note, the Deed of Trust or any Related Agreements; (v) the failure to
timely pay all real estate taxes or any regular or special assessments affecting
the Property; (vi) the failure to account for and to turn over real estate tax
accruals following the occurrence of an Event of Default under this Note, the
Deed of Trust or any Related Agreements; (vii) the failure to maintain casualty
and liability insurance as required under the Deed of Trust or the Related
Agreements or to apply insurance proceeds or condemnation awards relating to the
Property or other collateral in the manner required under applicable provisions
of this Note, Note A, the Deed of Trust or any Related Agreements; (viii) any
modification, termination or cancellation of any lease of all or any portion of
the Property without Holder's prior written consent, if and to the extent such
consent is required under the Deed of Trust or the Related Agreements and if and
to the extent such modification, termination or cancellation has a material
adverse affect on the value of the Property; (ix) a default by Maker under any
lease of all or any portion of the Property; or (x) costs and expenses,
including, without limitation, attorney's fees and transfer taxes, incurred by
Holder in connection with the enforcement of this Note, Note A, the Deed of
Trust or the Related Agreements or in connection with a deed-in-lieu of
foreclosure if the Event of Default giving rise to the enforcement action is one
described in subsections (b) or (c) as an exception to the nonrecourse
provisions, or if the Maker or any principal of Maker objects to any actions
taken by Holder to exercise its remedies under the Loan Documents; Maker or
principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the
Property by Holder, or raises defenses or counterclaims to a foreclosure action;
Maker applies for the appointment of a receiver, trustee or liquidator for it or
for any of its property, or, as a debtor, files a voluntary petition in
bankruptcy, or petition or answer seeking reorganization or an arrangement with
creditors or takes advantage of any bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation law or

<Page>

statute, or makes a general assignment for the benefit of creditors; or in the
event any bankruptcy or reorganization proceedings (voluntary or involuntary),
the Maker or any principal of Maker opposes any motion by Holder for relief from
the Automatic Stay; and

       (c)    Maker, any general partners of Maker and the Nonrecourse
Indemnitor(s), if any, shall become personally liable for payment of all the
indebtedness evidenced by this Note or Note A and performance of all other
obligations of Maker under this Note, Note A, the Deed of Trust and Related
Agreements upon the occurrence of any of the following: (i) fraud or willful
misrepresentation of a material fact by Maker, any general partners of Maker, or
Nonrecourse Indemnitor(s), if any, in connection with this Note, Note A, the
Deed of Trust, the Related Agreements or any request for any action or consent
by Holder; (ii) a Transfer of any interest in Maker or all or any portion of the
Property or any interest therein in violation of the terms of this Note, Note A,
the Deed of Trust or the Related Agreements; or (iii) the incurrence by Maker of
any indebtedness in violation of the terms of this Note, Note A, the Deed of
Trust or Related Agreements (whether secured or unsecured, direct or
contingent), other than unsecured debt or routine trade payables incurred in the
ordinary course of business in connection with the operation of the Property.

       In addition, Maker, any general partners of Maker and the Nonrecourse
Indemnitors, if any, shall be responsible for any costs and expenses incurred by
Holder in connection with the collection of any amounts for which Maker, its
general partners, if any, and the Nonrecourse Indemnitors, if any, are
personally liable under this Paragraph 17, including attorneys' fees and
expenses, court costs, filing fees and all other costs and expenses incurred in
connection therewith.

       18.    SUCCESSORS AND ASSIGNS. The provisions of this Note shall be
binding upon Maker and its legal representatives, successors and assigns and
shall inure to the benefit of any Holder and its successors and assigns. In the
event Maker is composed of more than one party, obligations arising from this
Note are and shall be joint and several as to each such party.

       19.    REMEDIES CUMULATIVE. The remedies of Holder as provided in this
Note, or in Note A, the Deed of Trust or the Related Agreements, and the
warranties contained herein or therein shall be cumulative and concurrent, may
be pursued singly, successively or together at the sole discretion of Holder,
may be exercised as often as occasion for their exercise shall occur and in no
event shall the failure to exercise any such right or remedy be construed as a
waiver or release of such right or remedy. No remedy under this Note, conferred
upon or reserved to Holder is intended to be exclusive of any other remedy
provided in this Note, Note A, the Deed of Trust or any of the Related
Agreements or provided by law, but each shall be cumulative and shall be in
addition to every other remedy given under the Deed of Trust or any of the
Related Agreements or hereunder or now or hereafter existing at law or in equity
or by statute.

       20.    NOTICES. All notices, written confirmation of wire transfers and
all other communications with respect to this Note shall be directed as follows:

<Page>

              If to Holder:

                       Allstate Life Insurance Company
                       Allstate Plaza South, Suite G5C
                       3075 Sanders Road
                       Northbrook, Illinois 60062
                       Attention:    Commercial Mortgage Division
                                     Servicing Manager

              With a copy to:

                       Allstate Life Insurance Company
                       Allstate Plaza South, Suite G5A
                       3075 Sanders Road
                       Northbrook, Illinois 60062
                       Attention:    Investment Law Division

              If to Maker:

                       Inland Western Lakewood, L.L.C.
                       2901 Butterfield Road
                       Oakbrook, Illinois 60523
                       Attention:    Roberta Matlin

              With a copy to:

                       The Inland Real Estate Group, Inc.
                       2901 Butterfield Road
                       Oakbrook, Illinois 60523
                       Attention:    General Counsel

or at such other place as Holder or Maker may from time to time designate in
writing. All notices shall be in writing and shall be (a) hand-delivered, (b)
sent by United States express mail or by private overnight courier, or (c)
served by certified mail postage prepaid, return receipt requested, to the
appropriate address set forth above. Notices served as provided in (a) and (b)
shall be deemed to be effective upon delivery. Any notice served by certified
mail shall be deposited in the United States mail with postage thereon fully
prepaid and shall be deemed effective on the day of actual delivery as shown by
the addressee's return receipt or the expiration of three business days after
the date of mailing, whichever is earlier in time.

       21.    NO ORAL MODIFICATION. This Note may not be modified or discharged
orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, modification or discharge is sought.

       22.    TIME. Time is of the essence with regard to the performance of the
obligations of Maker in this Note and each and every term, covenant and
condition herein by or applicable to Maker.

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       23.    CAPTIONS. The captions and headings of the paragraphs of this Note
are for convenience only and are not to be used to interpret, define or limit
the provisions hereof.

       24.    REPLACEMENT NOTE. Upon receipt of evidence reasonably satisfactory
to Maker of the loss, theft, destruction or mutilation of this Note, and in the
case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory to Maker or, in the case of any such
mutilation, upon surrender and cancellation of this Note, Maker will execute and
deliver to Holder in lieu thereof, a replacement note dated as of the date of
this Note, identical in form and substance to this Note and upon such execution
and delivery all references in the Deed of Trust to this Note shall be deemed to
refer to such replacement note.

       25.    TRANSFER OF NOTE. Holder may, at any time, sell, transfer or
assign this Note, the Deed of Trust and the Related Agreements, and any or all
servicing rights with respect to this Note, or grant participations in this Note
or issue mortgage pass-through certificates or other securities evidencing a
beneficial interest in this Note. Holder may forward to any prospective
purchaser or any rating agency rating securities all documents and information
Holder now has or may acquire, as Holder determines necessary or desirable,
including, without limitation, financial information regarding Maker, its
general partners, shareholders, members or other principals.

       26.    WAIVER OF JURY TRIAL. The parties acknowledge that disputes
arising out of the loan evidenced by this Note are likely to be complex and the
parties desire to streamline and minimize the cost of dispute resolution. Maker
therefore hereby KNOWINGLY, VOLUNTARILY and INTENTIONALLY waives Maker's right
to a TRIAL BY JURY.

       27.    NOTICE REGARDING ORAL COMMITMENTS. ORAL AGREEMENTS OR ORAL
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, MODIFY LOAN TERMS OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

       IN WITNESS WHEREOF, Maker has caused this Deed of Trust Note to be duly
executed on the date first above written.

                                 MAKER:

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

                                 By: INLAND WESTERN RETAIL REAL ESTATE
                                     TRUST, INC., a Maryland corporation,
                                     Its sole member

                                     By:
                                        --------------------------------
                                     Its:
                                         -------------------------------

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</DOCUMENT>
