Common use of Report Clause in Contracts

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F FORM OF OPINION OF BORROWER’S COUNSEL October __, 2007 KeyBank National Association, as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Ladies and Gentlemen: We have acted as special counsel to the Borrower in connection with the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit Agreement, the Subsidiary Guaranty and the Notes (collectively, the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s 's exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s 's innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F FORM OF OPINION OF BORROWER’S 'S COUNSEL October ____________, 2007 KeyBank National Association2003 KeyBank, as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: $150,000,000 Credit Facility to Glimcher Properties Limited Partnership Ladies and Gentlemen: We have acted as counsel for the Borrower in connection with a $150,000,000 secured revolving credit facility, (the "Loan"), which Loan is being made pursuant to that certain Credit Agreement dated as of October ____, 2007 2003 (the “"Credit Agreement”), by and among Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the ") between Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities lenders from time to time parties to the Credit Agreement thereto (collectively, the “"Lenders”) "), and KeyBank National AssociationKeyBank, not individually, but as “Administrative Agent (the "Agent” Ladies and Gentlemen: We have acted as special counsel to the Borrower in "). In connection with the Credit Agreement. Capitalized terms used but not otherwise Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylaws of the Borrower, the [PARTNERSHIP AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP] of the Parent Entities and the Guarantors (as defined herein shall have the respective meanings assigned thereto in the Credit Agreement), and all such corporate and other records of the Borrower, the Parent Entities and the Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower, the Parent Entities and the Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have reviewed examined the Credit Agreementoriginals of the following documents, each of which is addressed to the Subsidiary Guaranty and Lender or to which the Notes Lender is a party (collectively, all of which are sometimes collectively referred to as the “"Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:"):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 G-1 EXHIBIT F H FORM OF OPINION OF BORROWER’S COUNSEL October ____________, 2007 2010 KeyBank National Association, Association as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: $105,000,000 Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Facility to Inland Western Retail Diversified Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Inc. Ladies and Gentlemen: We have acted as special counsel to for the Borrower and the Subsidiary Guarantors in connection with a $105,000,000 revolving loan, (the “Loan”), which Loan is being made pursuant to that certain First Amended and Restated Credit Agreement dated as of ____________, 2012 (the “Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit Agreement”) between Borrower, the Subsidiary Guaranty KeyBank National Association and the Notes several lenders from time to time parties thereto (collectively, the “Lenders”). In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylaws of the Borrower, the [partnership agreement and certificate of limited partnership] of the Subsidiary Guarantors (as defined in the Credit Agreement), and all such corporate and other records of the Borrower and the Subsidiary Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower and the Subsidiary Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have examined the originals of the following documents, each of which is addressed to the Lender or to which the Lender is a party (all of which are sometimes collectively referred to as the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s 's exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s 's innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F H FORM OF OPINION OF BORROWER’S 'S COUNSEL October ____________, 2007 KeyBank National Association200_ KeyBank, as Administrative Agent for the Lenders 000 100 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: $100,000,000 Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Facility to Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Corporation Ladies and Gentlemen: We have acted as special counsel to for the Borrower in connection with a $100,000,000 revolving loan, (the "Loan"), which Loan is being made pursuant to that certain Credit Agreement dated as of June 28, 2002 (the "Credit Agreement") between Borrower, KeyBank and the several lenders from time to time parties thereto (collectively, the "Lenders"), and KeyBank, as Administrative Agent (the "Agent"). Capitalized terms used but not otherwise In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylaws of the Borrower, the [partnership agreement and certificate of limited partnership] of the Subsidiary Guarantors (as defined herein shall have the respective meanings assigned thereto in the Credit Agreement), and all such corporate and other records of the Borrower and the Subsidiary Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower and the Subsidiary Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have reviewed examined the Credit Agreementoriginals of the following documents, each of which is addressed to the Subsidiary Guaranty and Lender or to which the Notes Lender is a party (collectively, all of which are sometimes collectively referred to as the “"Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:"):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s 's exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s 's innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F FORM OF OPINION OF BORROWER’S 'S COUNSEL October ____________, 2007 KeyBank National Association2003 KeyBank, as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: $15,000,000 Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time Facility to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Glimcher Properties Limited Partnership Ladies and Gentlemen: We have acted as special counsel to for the Borrower in connection with a $15,000,000 secured revolving credit facility, (the "Loan"), which Loan is being made pursuant to that certain Credit Agreement (Acquisition) dated as of October ____, 2003 (the "Credit Agreement") between Borrower, KeyBank and the several lenders from time to time parties thereto (collectively, the "Lenders"), and KeyBank, as Administrative Agent (the "Agent"). Capitalized terms used but not otherwise In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylaws of the Borrower, the [PARTNERSHIP AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP] of the Parent Entities and the Guarantors (as defined herein shall have the respective meanings assigned thereto in the Credit Agreement), and all such corporate and other records of the Borrower, the Parent Entities and the Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower, the Parent Entities and the Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have reviewed examined the Credit Agreementoriginals of the following documents, each of which is addressed to the Subsidiary Guaranty and Lender or to which the Notes Lender is a party (collectively, all of which are sometimes collectively referred to as the “"Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:"):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 G-11 EXHIBIT F H FORM OF OPINION OF BORROWER’S COUNSEL October ____________, 2007 200_ KeyBank National Association, Association as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: $155,000,000 Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Facility to Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Corporation Ladies and Gentlemen: We have acted as special counsel to for the Borrower and the Subsidiary Guarantors in connection with a $155,000,000 revolving loan, (the “Loan”), which Loan is being made pursuant to that certain Third Amended and Restated Credit Agreement dated as of April 21, 2008 (the “Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit Agreement”) between Borrower, the Subsidiary Guaranty KeyBank National Association and the Notes several lenders from time to time parties thereto (collectively, the “Lenders”). In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylaws of the Borrower, the [partnership agreement and certificate of limited partnership] of the Subsidiary Guarantors (as defined in the Credit Agreement), and all such corporate and other records of the Borrower and the Subsidiary Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower and the Subsidiary Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have examined the originals of the following documents, each of which is addressed to the Lender or to which the Lender is a party (all of which are sometimes collectively referred to as the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F FORM OF UPDATE TO OPINION OF BORROWER’S COUNSEL October [See Attached] EXHIBIT G BORROWING NOTICE Date: KeyBank National Association Real Estate Capital Attention: Xxxxx X’Xxxxxx 000 Xxxxxx Xxxxxx XX-00-00-0000 Xxxxxxxxx, XX 00000 Borrowing Notice Inland Retail Real Estate Trust, Inc. hereby requests a Loan Advance pursuant to Section 2.9 of the Second Amended and Restated Credit Agreement, dated as of May __, 2007 KeyBank National Association2005 (as amended or modified from time to time, as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Inland Western Retail Real Estate Trust, Inc., Inland Retail Real Estate Limited Partnership, the Lenders referenced therein, and you, as Agent for the Lenders. An Advance is requested to be made in the amount of $__________, to be made on _____________. Such Advance shall be a corporation organized under the laws [Swingline Rate Advance] [Floating Rate Advance] [Fixed Rate Advance]. [The applicable LIBOR Interest Period shall be _____________.] The proceeds of the State requested loan shall be directed to the following account: Wiring Instructions: (Bank Name) (ABA No.) (Beneficiary) (Account No. to Credit) (Notification Requirement) In support of Maryland this request, Inland Retail Real Estate Trust, Inc. hereby represents and warrants to the Agent and the Lenders that acceptance of the proceeds of such loan by the Borrowers shall be deemed to further represent and warrant that all requirements of Section 4.2 of the Credit Agreement in connection with such Advance have been satisfied at the time such proceeds are disbursed. Date:_________________________________ For Borrowers: Inland Retail Real Estate Trust, Inc. By: _________________________________ Name: _________________________________ Its: _________________________________ EXHIBIT H AMENDMENT REGARDING INCREASE This Amendment to Credit Agreement (the Borrower“Agreement”) is made as of , , by and among Inland Retail Real Estate Trust, Inc. and Inland Retail Real Estate Limited Partnership (collectively, the “Borrowers”), KeyBank National Association, a national banking association, individually and the several banks, financial institutions as “Agent,” and other entities from time to time parties to the Credit Agreement (collectively, the one or more [new] [existing] “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Ladies and Gentlemen: We have acted as special counsel to shown on the Borrower in connection with the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit Agreement, the Subsidiary Guaranty and the Notes (collectively, the “Loan Documents”). For purposes signature pages hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:.

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F H FORM OF OPINION OF BORROWER’S COUNSEL October ____________, 2007 2012 KeyBank National Association, Association as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: $175,000,000 Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Facility to Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Corporation Ladies and Gentlemen: We have acted as special counsel to for the Borrower and the Subsidiary Guarantors in connection with a $175,000,000 revolving loan, (the “Loan”), which Loan is being made pursuant to that certain Fifth Amended and Restated Credit Agreement dated as of August ___, 2012 (the “Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit Agreement”) between Borrower, the Subsidiary Guaranty KeyBank National Association and the Notes several lenders from time to time parties thereto (collectively, the “Lenders”). In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylaws of the Borrower, the [partnership agreement and certificate of limited partnership] of the Subsidiary Guarantors (as defined in the Credit Agreement), and all such corporate and other records of the Borrower and the Subsidiary Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower and the Subsidiary Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have examined the originals of the following documents, each of which is addressed to the Lender or to which the Lender is a party (all of which are sometimes collectively referred to as the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F FORM OF OPINION OF BORROWER’S COUNSEL October __, 2007 I BORROWING NOTICE Date KeyBank National Association, as Administrative Agent for the Lenders Association Commercial Real Estate Service Attention: Mr. Xxxx Xxxxxx 000 Xxxxxx XxxxxxXxxxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx XX 00000 Re: Borrowing Notice Terreno Realty LLC (“Borrower”) hereby requests a Loan Advance pursuant to Section 2.9 of the Senior Revolving Credit Agreement Agreement, dated as of October __March 24, 2007 2010 (as amended or modified from time to time, the “Credit Agreement”), by among Terreno Realty LLC, the Lenders referenced therein, and among Inland Western Retail Real Estate Trustyou, Inc.as agent for the Lenders. A Loan Advance is requested to be made in the amount of $ , to be made on . Such Loan Advance shall be a corporation organized under the laws [LIBOR] [Base Rate] Advance. [The applicable LIBOR Interest Period shall be .] The proceeds of the State requested loan shall be directed to the following account: Wiring Instructions: (Bank Name) (ABA No.) (Beneficiary) (Account No. to Credit) (Notification Requirement) In support of Maryland (this request, Terreno Realty LLC hereby represents and warrants to the Borrower”), KeyBank National Association, a national banking association, Agent and the several banks, financial institutions Lenders that acceptance of the proceeds of such loan by Borrower shall be deemed to further represent and other entities from time to time parties to warrant that all requirements of Section 4.2 of the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Ladies and Gentlemen: We have acted as special counsel to the Borrower in connection with such Loan Advance have been satisfied at the Credit Agreementtime such proceeds are disbursed. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit AgreementDate: Borrower: TERRENO REALTY LLC, the Subsidiary Guaranty and the Notes (collectivelya Delaware limited liability company By: TERRENO REALTY CORPORATION, the “Loan Documents”). For purposes hereofa Maryland corporation, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:its sole member By: Name: Its: EXHIBIT J

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F FORM OF OPINION OF BORROWER’S AND GUARANTOR’S COUNSEL October __________________, 2007 2008 KeyBank National Association, Association as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: Credit $40,000,000 Term Loan to Glimcher Northtown Venture, LLC and GB Northtown, LLC (collectively , the “Borrower”) Ladies and Gentlemen: We have acted as counsel for Borrower and Glimcher Properties Limited Partnership (“Guarantor”) in connection with a $40,000,000 secured term loan to Borrower, (the “Loan”), which Loan is being made pursuant to that certain Term Loan Agreement dated as of October __, 2007 2008 (the “Credit Loan Agreement”)) among Borrower, by and among Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”)Guarantor, KeyBank National Association, a national banking association, Association and the several banks, financial institutions and other entities lenders from time to time parties to the Credit Agreement thereto (collectively, the “Lenders”) ), and KeyBank National Association, not individually, but as Administrative Agent (the “Administrative Agent” Ladies and Gentlemen: We have acted as special counsel to the Borrower in connection with the Credit Agreement”). Capitalized All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto ascribed to them in the Credit Loan Agreement. In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the operating agreements, partnership agreements and certificates of limited partnership, and Articles of Incorporation and Bylaws of the general partner of the Guarantor, acting on behalf of the Guarantor individually and in its capacity as the sole member of the Borrower and all such corporate and other records of the Borrower, Guarantor and such general partner, with such declarations and agreements, and certificates of officers and representatives of the Borrower and Guarantor, with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have reviewed examined the Credit Agreementoriginals of the following documents, each of which is addressed to the Subsidiary Guaranty and Lender or to which the Notes Lender is a party (collectively, all of which are sometimes collectively referred to as the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 G-1 EXHIBIT F H FORM OF OPINION OF BORROWER’S COUNSEL October ____________, 2007 2010 KeyBank National Association, Association as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: $25,000,000 Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Facility to Inland Western Retail Diversified Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Inc. Ladies and Gentlemen: We have acted as special counsel to for the Borrower and the Subsidiary Guarantors in connection with a $25,000,000 revolving loan, (the “Loan”), which Loan is being made pursuant to that certain Credit Agreement dated as of November 1, 2010 (the “Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit Agreement”) between Borrower, the Subsidiary Guaranty KeyBank National Association and the Notes several lenders from time to time parties thereto (collectively, the “Lenders”). In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylaws of the Borrower, the [partnership agreement and certificate of limited partnership] of the Subsidiary Guarantors (as defined in the Credit Agreement), and all such corporate and other records of the Borrower and the Subsidiary Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower and the Subsidiary Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have examined the originals of the following documents, each of which is addressed to the Lender or to which the Lender is a party (all of which are sometimes collectively referred to as the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F H FORM OF OPINION OF BORROWER’S COUNSEL October __, 2007 200 KeyBank National Association, Association as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among $150,000,000 Term Loan to Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Corporation Ladies and Gentlemen: We have acted as special counsel to for the Borrower and the Subsidiary Guarantors in connection with a $150,000,000 loan, (the Credit “Loan”), which Loan is being made pursuant to that certain Amended and Restated Term Loan Agreement dated as of June , 2010 (the “Loan Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit Agreement”) between Borrower, the Subsidiary Guaranty KeyBank National Association and the Notes several lenders from time to time parties thereto (collectively, the “Lenders”). In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylaws of the Borrower, the [partnership agreement and certificate of limited partnership] of the Subsidiary Guarantors (as defined in the Loan Agreement), and all such corporate and other records of the Borrower and the Subsidiary Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower and the Subsidiary Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have examined the originals of the following documents, each of which is addressed to the Lender or to which the Lender is a party (all of which are sometimes collectively referred to as the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F H FORM OF OPINION OF BORROWER’S COUNSEL October ____________, 2007 2010 KeyBank National Association, Association as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: $150,000,000 Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Facility to Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Corporation Ladies and Gentlemen: We have acted as special counsel to for the Borrower and the Subsidiary Guarantors in connection with a $150,000,000 revolving loan, (the “Loan”), which Loan is being made pursuant to that certain Fourth Amended and Restated Credit Agreement dated as of June ___, 2010 (the “Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit Agreement”) between Borrower, the Subsidiary Guaranty KeyBank National Association and the Notes several lenders from time to time parties thereto (collectively, the “Lenders”). In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylaws of the Borrower, the [partnership agreement and certificate of limited partnership] of the Subsidiary Guarantors (as defined in the Credit Agreement), and all such corporate and other records of the Borrower and the Subsidiary Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower and the Subsidiary Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have examined the originals of the following documents, each of which is addressed to the Lender or to which the Lender is a party (all of which are sometimes collectively referred to as the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F FORM OF OPINION OF BORROWER’S COUNSEL October __February 4, 2007 2011 KeyBank National Association, as Administrative Agent for the Lenders 000 120 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: Amended and Restated Credit Agreement dated as of October __February 4, 2007 2011 (the “Credit Agreement”), ) by and among Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Ladies and Gentlemen: We have acted as special counsel to the Borrower and the guarantors identified on Schedule 1, attached hereto and incorporated herein (each a “Subsidiary Guarantor”, and collectively the “Subsidiary Guarantors”), in connection with the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit Agreement, the Subsidiary Guaranty and the Notes (collectively, the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 C-1 EXHIBIT F D FORM OF OPINION OF BORROWER’S COUNSEL October April __, 2007 2009 KeyBank National Association, as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: Credit Agreement dated as of October 15, 2007, as amended by a Comprehensive Amendment to Credit Agreement dated as of April __, 2007 2009 (the “Credit Agreement”), by and among Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Ladies and Gentlemen: We have acted as special counsel to the Borrower in connection with the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. We have reviewed the Credit Agreement, the Subsidiary Guaranty Guaranty, the Collateral Assignment, the Account Pledge Agreement and the Notes (collectively, the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s 's exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s 's innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F H FORM OF OPINION OF BORROWER’S 'S COUNSEL October ____________, 2007 200_ KeyBank National Association, Association as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: $150,000,000 Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Facility to Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Corporation Ladies and Gentlemen: We have acted as special counsel to for the Borrower in connection with a $150,000,000 revolving loan, (the "Loan"), which Loan is being made pursuant to that certain Second Amended and Restated Credit Agreement dated as of April __, 2005 (the "Credit Agreement") between Borrower, KeyBank National Association and the several lenders from time to time parties thereto (collectively, the "Lenders"). Capitalized terms used but not otherwise In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylawsof the Borrower, the [partnership agreement and certificate of limited partnership] of the Subsidiary Guarantors (as defined herein shall have the respective meanings assigned thereto in the Credit Agreement), and all such corporate and other records of the Borrower and the Subsidiary Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower and the Subsidiary Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have reviewed examined the Credit Agreementoriginals of the following documents, each of which is addressed to the Subsidiary Guaranty and Lender or to which the Notes Lender is a party (collectively, all of which are sometimes collectively referred to as the “"Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:"):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s 's exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s 's innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F H FORM OF OPINION OF BORROWER’S 'S COUNSEL October ____________, 2007 KeyBank National Association200_ KeyBank, as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: $100,000,000 Credit Agreement dated as of October __, 2007 (the “Credit Agreement”), by and among Facility to Inland Western Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the Borrower”), KeyBank National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (collectively, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Corporation Ladies and Gentlemen: We have acted as special counsel to for the Borrower in connection with a $100,000,000 revolving loan, (the "Loan"), which Loan is being made pursuant to that certain Amended and Restated Credit Agreement dated as of May 2, 2003 (the "Credit Agreement") between Borrower, KeyBank and the several lenders from time to time parties thereto (collectively, the "Lenders"), and KeyBank, as Administrative Agent (the "Agent"). Capitalized terms used but not otherwise In connection with the Loan we have been furnished with originals or copies certified to our satisfaction of the Articles of Incorporation and Bylawsof the Borrower, the [partnership agreement and certificate of limited partnership] of the Subsidiary Guarantors (as defined herein shall have the respective meanings assigned thereto in the Credit Agreement), and all such corporate and other records of the Borrower and the Subsidiary Guarantors, with such declarations and agreements, and certificates of officers and representatives of the Borrower and the Subsidiary Guarantors, and with such other documents, and we have made such other examinations and investigations as we have deemed necessary as a basis for the opinions expressed below. We have reviewed examined the Credit Agreementoriginals of the following documents, each of which is addressed to the Subsidiary Guaranty and Lender or to which the Notes Lender is a party (collectively, all of which are sometimes collectively referred to as the “"Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:"):

Report. The purpose of the records review is to obtain and review records that will help identify recognized environmental conditions in connection with the property. The site reconnaissance involves physical observation of the property’s 's exterior and interior, as well as an observation of adjoining properties. Interviews with previous and current owners and occupants, and local government officials provides insight into the presence or absence of recognized environmental conditions in connection with the property. The final component of the ESA, the report, contains the findings of the ESA and conclusions regarding the presence or absence of recognized environmental conditions in connection with the property. It includes documentation to support the analysis, opinions, and conclusions found in the report. While the use of this practice is intended to constitute appropriate inquiry for purposes of CERCLA’s 's innocent landowner defense, it is not intended that its use be limited to that purpose. The ASTM standard is intended to be an approach to conducting an inquiry designed to identify recognized environmental conditions in connection with a property, and environmental site assessments. E-1 EXHIBIT F FORM OF UPDATE TO OPINION OF BORROWER’S 'S COUNSEL October [See Attached] EXHIBIT G BORROWING NOTICE Date: KeyBank National Association Real Estate Capital Attention: Xxxxx X'Xxxxxx 000 Xxxxxx Xxxxxx XX-00-00-0000 Xxxxxxxxx, XX 00000 Borrowing Notice Inland Retail Real Estate Trust, Inc. hereby requests a Loan Advance pursuant to Section 2.9 of the Amended and Restated Credit Agreement, dated as of May __, 2007 KeyBank National Association2004 (as amended or modified from time to time, as Administrative Agent for the Lenders 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Re: Credit Agreement dated as of October __, 2007 (the “"Credit Agreement”"), by and among Inland Western Retail Real Estate Trust, Inc., Inland Retail Real Estate Limited Partnership, the Lenders referenced therein, and you, as Agent for the Lenders. An Advance is requested to be made in the amount of $__________, to be made on _____________. Such Advance shall be a corporation organized under the laws [Swingline Rate Advance] [Floating Rate Advance] [Fixed Rate Advance]. [The applicable LIBOR Interest Period shall be _____________.] The proceeds of the State requested loan shall be directed to the following account: Wiring Instructions: (Bank Name) (ABA No.) (Beneficiary) (Account No. to Credit) (Notification Requirement) In support of Maryland this request, Inland Retail Real Estate Trust, Inc. hereby represents and warrants to the Agent and the Lenders that acceptance of the proceeds of such loan by the Borrowers shall be deemed to further represent and warrant that all requirements of Section 4.2 of the Credit Agreement in connection with such Advance have been satisfied at the time such proceeds are disbursed. Date:_________________________________ For Borrowers: Inland Retail Real Estate Trust, Inc. By: _________________________________ Name: ______________________________ Its: _________________________________ EXHIBIT H AMENDMENT REGARDING INCREASE This Amendment to Credit Agreement (the Borrower”"Agreement") is made as of , , by and among Inland Retail Real Estate Trust, Inc. and Inland Retail Real Estate Limited Partnership (collectively, the "Borrowers"), KeyBank National Association, a national banking associationindividually and as "Agent," and one or more [new] [existing] "Lenders" shown on the signature pages hereof. R E C I T A L S A. Borrowers, Agent and the several banks, financial institutions certain other Lenders have entered into an Amended and other entities from time to time parties to the Restated Credit Agreement dated as of May __, 2004 (collectivelyas amended, the “Lenders”) and KeyBank National Association, not individually, but as “Administrative Agent” Ladies and Gentlemen: We have acted as special counsel to the Borrower in connection with the "Credit Agreement"). Capitalized All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings assigned thereto given to them in the Credit Agreement. We have reviewed the Credit Agreement, the Subsidiary Guaranty and the Notes (collectively, the “Loan Documents”). For purposes hereof, we have made certain assumptions hereinafter described without independent verification. We have also assumed, without independent verification, that there are no facts inconsistent with the assumptions hereinafter set forth. We know of no facts inconsistent with such assumptions, but we have not conducted an independent investigation or verification. The opinion set forth herein is qualified as stated herein and is qualified further by the following:.