REAL ESTATE APPRAISAL REVIEW DOCUMENT

KRETS File Number: / KEYW-090223-8597-1
Property Name/Description: / Great Mall Land
Property Location: / NE Quadrant of Deer Springs Way and Riley Way, Las Vegas, NV.
Relationship Manager (review client): / Cara McVey
Borrower's Name: / Great Mall of Las Vegas - Triple Five
Intended Use of Review Document: / Support KeyBank transaction underwriting
Intended User(s) of Review: / Internal Bank Client
Purpose of Review Assignment: / Determine reasonableness of market value estimate and regulatory compliance of appraisal
Appraisal Firm: / National Valuation Consultants
Appraiser Responsible: / Mathew Ansay, MAI
Legal Interest Appraised: / Fee Simple
Appraisal - Date of Report: / March 17, 2009
Reviewed By/Effective Date of Review: / Mark T. Figley, MAI
June 10, 2009
Appraisal Type: / Complete /
X
/ Limited
Appraisal Report Type: / Self-Contained /
X
/ Summary
Market Value Opinions /
Effective Date
Of Appraisal
/ Market ValueAs Submitted /
Market Value
As Adopted
Market Value As Is
on Appraisal Date: / March 5, 2009 / $46,900,000
$39,400,000
(Mall Parcel- 61.65 Acres)
$7,400,000
(8.13 acres) / $46,900,000
$39,400,000
(Mall Parcel- 61.65 Acres)
$7,400,000
(8.13 acres)

APPRAISAL OPINION RATING

/ Excellent / Good / Avg. / Below Avg. /
Poor
1 / 2 / 3 / 4 / 5
Completeness of the report: /

X

Adequacy and relevance of the data, and propriety of any adjustments to the data: / X
Appropriate appraisal methods & techniques: / X
Analysis, opinions & conclusions appropriate, & reasonable: / X
Overall Appraisal Quality Rating / / X
Yes / No
Market Value Opinion Reasonable / X
RECOMMENDATION: / Adopt / Adopt as modified by appraiser / Adopt as modified by reviewer / REJECT
X

SCOPE OF WORK

In compliance with the Uniform Standards of Professional Appraisal Practice (USPAP, Standards Rule 3), the following disclosure is made concerning the nature, extent, and detail of the review process conducted regarding the appraisal identified within the attached review document, and the reporting of the results of the appraisal review.

STANDARD SCOPE OF WORK

Unless otherwise stated herein, this review is limited to a desk review, which is completed without a field inspection of either the subject property or the comparable properties and is limited by the data presented in the report. The appraiser’s methodology and techniques are reviewed for appropriateness and calculations are checked. In addition, data in the report is checked for consistency and that the appraisal was completed in accordance with the Bank's guidelines, Title XI of FIRREA, and USPAP. The opinions and conclusions of the review are summarized in the attached "Real Estate Appraisal Review Document.

EXTRAORDINARY ASSUMPTIONS OF REVIEW

Unless stated otherwise in the following Expanded Scope Of Work section, the analyses, opinions, and conclusions in this review are based solely on the data, analyses, and conclusions contained in the appraisal report under review.

1.  It is an Extraordinary Assumption of this review that the data in the appraisal report is representative of existing market data. No attempt has been made to obtain additional market data for this review. Unless otherwise indicated in the Certification, I have not personally inspected the subject property or comparable market data. Furthermore, I have not independently researched or verified the data supplied by the appraiser within the report.

2.  All items in the work under review that the reviewer concludes are credible and in compliance with the applicable USPAP Development Standards are extended to the reviewer’s development process in this appraisal review document on the basis of an Extraordinary Assumption.

EXPANDED SCOPE OF WORK

None noted.

REVIEW CONCLUSION:

Overall, the review notes that the value opinions stated in the report under review were developed in compliance with applicable standards and requirements. The value opinions are appropriate and reasonable given the data and analysis presented. The KRETS Reviewer has adopted the report and the value opinions as outlined on page 1 of this Real Estate Appraisal Review Document for lending purposes.

USPAP STANDARDS RULE 2-2 COMPLIANCE SUMMARY
/ SR # /
Page #
1 / Does the appraiser state the identity of the Client and Intended User(s)? / 2-2 a/b (i) / 2, 5
2 / Does the appraiser state the intended use of the appraisal? / 2-2 a/b (ii) / 5
3 / Does the appraiser sufficiently identify the real estate involved in the appraisal, including the physical and economic property characteristics relevant to the assignment? / 2-2 a/b (iii) / 9
4 / Does the appraiser state the real property interest appraised? / 2-2 a/b (iv) / 6
5 / Does the appraiser state the type and definition of value and cite the source of the definition? / 2-2 a/b (v)
6a / Does the appraiser state the Date of the Report? / 2-2 a/b (vi) / 2
6b / Does the appraiser state the Effective Date of the Appraisal? / 2-2 a/b (vi) / 3
7 / Does the appraiser state the Scope of Work used to develop the appraisal, including a description of the extent of collecting, confirming and reporting data? / 2-2 a/b (vii) / 5-6
8 / Does the appraiser discuss the information analyzed, the appraisal methods and techniques employed, and the reasoning that supports the analysis, opinions, and conclusions; exclusion of the sales comparison, cost approach, or income approach must be explained? / 2-2 a/b (viii) / 110-129
9a / Does the appraiser state the use of the real estate existing as of the date of value? / 2-2 a/b (ix) / Transmittal Letter, et al
9b / Does the appraiser discuss the use of the real estate reflected in the appraisal? / 2-2 a/b (ix) / 108-109
9c / Is the appraiser’s rationale for the opinion of highest and best use discussed? / 2-2 a/b (ix) / 108-109
10a / Are Extraordinary Assumptions and/or Hypothetical Conditions disclosed in a clear and conspicuous manner? / 2-2 a/b (x) / 16
10b / Does the appraiser state that the use of Extraordinary Assumptions and/or Hypothetical Conditions might have affected the assignment results? / 2-2 a/b (x) / 16
11 / Is there a signed certificate in accordance with SR 2-3? / 2-2 a/b (xi) / 133-134

Comments: No significant deficiencies noted.

CERTIFICATION

I certify that, to the best of my knowledge and belief:

·  The facts and data reported by the reviewer and used in the review process are true and correct.

·  The analyses, opinions, and conclusions in this review report are limited only by the assumptions and limiting conditions stated in this review report, and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions.

·  I have no present or prospective interest in the property that is the subject of the work under review and no personal interest with respect to the parties involved.

·  I have no bias with respect to the property that is the subject of the work under review or to the parties involved with this assignment.

·  My engagement in this assignment was not contingent upon developing or reporting predetermined results.

·  My compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in this review or from its use.

·  My analyses, opinions and conclusions were developed and this review report was prepared in conformity with the Uniform Standards of Professional Appraisal Practice.

·  I have not made a personal inspection of the subject property of the work under review.

·  No one provided significant appraisal, appraisal review, or appraisal consulting assistance to the person signing this certification.

·  The use of this review report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representative.

·  As of the date of this report, I have completed the requirements of the continuing education program of the Appraisal Institute.

·  The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute.


______
Mark T. Figley, MAI (Appraisal Institute)

Colorado Certified General Appraiser No. CG01313708, Expires 12/31/09

Page 1

File #KEYW-090223-8597-1 Great Mall Land Las Vegas, NV.

KeyCorp Confidential KRETS Technical Review Document ARG – 03.11.09