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Home My WebLink AboutApplication APPLICANT 3/8/2023 (2)F 606LGL I, AM; CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT GATEWAY MALL SPRINGFIELD. OREGON IDS, y (�-F Ati%, 1064L61 188 373 1884`9 Y,R83NAR.13'90NOIFEC 110.00 ZR MP.I3'90NDIP-UMD 10.00 74_N�.:390110106t FUND 20.00 L Description: L.,OR Document - Year.WCID f-1993] 1990.11883 Page: 1 of 155 Order: v Comment: (U L DeacriptL : Laase,OR Document - Y .IbC1D f-1993] 1990.11883 Pager: 2 of 255 Order: wgwg Comment: J 606LGL J, 9onW JABLE OF CONTENTS `. ALt1tLe EM ... P I DEFINITIONS. ...... .. . 2 A. Accounting Period 2 a14 B. Allocable Share .. .. 3 .r C. Automobile Parking Are, . . . . 3 D. Carron Area . . . . .. 3 - E. Common Area Maintenance Coat A F. Common Building Component 5 n G. Court . . .. .. .. 6 H. Developer Improvements. . . . . . . .. . 6 I. Developer Mall Stores • ... . . .. 6 J. Developer Non -Mall Building Areas . ..... . 6 !< K. Developer Non -Nall Stores . . ... . . . . 6 L. Enclosed Mall 6 M. Enclosed Mall operation and Maintenance Expense 6 N. Floor Area.. . . . . . . . 7 0. Initial Planned Floor Area . . . . . . . . . . .. . 9 P. Majors. . . . . .. . .. . . . . 99 x Q. Mortgagee and Mortgage R. Occupant . .. .... . .. .. . ... 9 S. Operate, Operating. Operation .... . . . . . T. Part, .. .. ... .. . 10 U. Perimeter Sidewalks .. ... le V. Permittees ... . .. . . . . . . ... . le N. Person.. .... . . . . . . . . . . . . . 14 K. Phase I Development . . . . . . . . . . le Y. Phase II Development.. .. ... 11 Project Architect . . . . ... . i< aw W Scheduled Opening Date. 15 BB. Separate Agreements . . . IS CC. Store or Stores . . . . . . . . . ... . 15 00. Store Site or Store Slbs . . . . . . . .. ... 15 :d IF. Termination Data. 15 'I"P{ FF. Terms - Developer and Target ... IS it GG. Tract or Tracts . . . . .. .. 17 n' 4 IE EASEMENTS .. . .. . .. .. .. . . ❑ A. Nonexclusive Casements for Automobile Parking and Incidents] Uses .. 17 B. Utilities is p I. Separate Utility Lines is a - 2. Campo Utility Llnea. IN 3. Location of Easements 19 C. Constructlon and Encroachment Easements 19 I D. .. Redesignation of Areas within Store Sites 20 w Ifa1�� E. Dominant and Servient Estates . . . . . 20 F. Fire and Service Corridor Easements . 20 G. Prohibition Against Granting Easements . . . . . 21 I H. Easements for Access Roads and Ping Road 21 1 1❑ EXERCISEOF EASEMENTS . . . ..... .. . .. 22 f} A. A. ention for Exercise . . .. .. Conditions 22 B. Retion of Footings and Foundations 23 C. Relocation Costs 23 IV IMPROVEMENT PUNS . .. 24 ::. A. Scope of Improvement Plans. . . . . . . .. 24 (U L DeacriptL : Laase,OR Document - Y .IbC1D f-1993] 1990.11883 Pager: 2 of 255 Order: wgwg Comment: J N 60fiLGL �oixar33 y� Article X D. Schematic. Preliminary and Final Improvement Plans. 25 P-• 1. Schematic improvement Plans .. 25 f 2. Pre l lminary Improvement Plans 25 3. Final Improvement Plans . 2T C. Add l tlonal Improvement Plans. .. . .. . D. Changes In Improvement Plans. . . .. E. Approval and Delivery of Improvement Plans. .. Description: Lann,OR Document — Y ar. Ibx:1D [-1993] 1990.11883 Paga: 3 of 15� Ordaz: m9aY Coamnnt: F. General Design Data for Common Area . . . . .. . 29 G. Enclosed Hall Design and Improvement Plans. 30 H. Enclosed Mall Construction.. 31 1. Construction Compatibility. . . . . . .. . . . 33 J. Plans for The Stores. . . . . .. . 33 K. Exercise of Approval Nights . . . . . .. . . 34 L. Entry Into Enclosed Mall . . . . . . . . . . . . . 34 V CONSTRUCTION OF DEVELOPER IMPROVEMENTS; OPENING DATES OF DEVELOPER HALL STORES AND ENCLOSED MALL. .. . .... 34 A. Commencement of Construction. . . . . . . .. . 34 B. Manner of Construction. . 34 C. Time for Completion of Developer Mail Stores and Enclosed Mail . 35 0. Time for teasing and Opening of Developer Mall Stores. Sears Store, and Enclosed Mall 35 E. Phase IT Development. . . . . . . . . . . . 35 vi CONSTRUCTION OF COMM IMPROVEMENT MORE ... . ... .. . 30 A. Scope of Cocoon Improvement Mork. . . . . .. . 38 1. Preliminary Development of Site . .. . . . . . . 38 2. Improvement of Carron Area. 39 U. Construction of Common Improvement Work 40 C. Scheduling and Completion of Carron Improvement Work. 40 1. Schedule . . . . . . . . . . . . . 40 2. Completion. . 40 0. Design and Construction of Peri mater Sidewalks, 40 1. Design. ... ... 40 2. Construction. . . ... . .. . . .. . 41 E. Separation of Work. 4) F. Construction Communication. . . . . . . .. 41 V1T CONSTRUCTION OF MAJORS' STORES: OPENT% DATES .. . . 41 A. Construction. . . . . 41 B. Opening Dates of Majors 42 VIII FLUOR AREA, USE, OPERATION, SIZE AM HEIGHT . .. . ... 42 A. Floor Area. . . . . . . . . . .. 42 F. Heights and Locations . . . . 4444 C. Uses. . . . D. Prohlbitio". 44 E. Non -Interference wl th Common Area . . . . . . 45 F. Kiosks. . . . . . 46 G. Fences and Other Obstructions . . . .. . . . . .. . . 46 H. Common Area Changes . . . . .. . . . . . . .. 46 IA GENERAL CONSTRUCTION REQUIREMENTS . . . .. .. . . .. 46 A. Interference By Construction.. . . .. . . . . . 46 B. Construction Rarrlcades 41 C. Construction Staging Areas and Schedule . . . . . . 47 0. Workmanship . • • • • • • • . . . . . .. 48 E. Coordination. . . . . . . . .. . . 48 Description: Lann,OR Document — Y ar. Ibx:1D [-1993] 1990.11883 Paga: 3 of 15� Ordaz: m9aY Coamnnt: a L QIU ---_ - o Deacription: Lassa, OR Docssmnnt Y - .Ibr:ID [-1993] 1990.11883 Pager: 4 f 155 Order: srgmq Commaent: 606LGL 5011889 �^ Article raga F. Mechanic's Liens. . .. . . . . . . . . . . 49 G. Con s traction Indemnities . .. .. 49 e �.t ,v % OPERATION AND MAINTENANCE ENCLOSED MALL AND n7W� OTAREA . . ... .. . .. ... . . SO A. Enclosedosed H Mall - Standards . . . Enc 50 ✓, 1 8. Common Area ng Enclosed Mall -Standards . . . . 51 C. Automobile Parkln9 Redo autl Standards Parking 52 �. D. Indemnity • • 53 E. Parking . . y{ Coonan Area Maintenance Cost . .. F. Payment of Coleman A . 54 ( [ G. Budget . . 59 •r 2 N. Audit .. . . . . . . . . . . .. ... . . . . 56 f ^e t. lake -Over of Maintenance . .. 56 J. Mithdraval of Tract 50 K. Right of Major to Reappoint Developer . . . . . 59 L. Perimeter Sldevalk.. . . . . .. . . . . . . . . . . 60 MI INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE.... .. . 61 A. Indemnity - Common Area . . . . . . . .. . . . 61 aB. Indemnity - Treats . . . .. . . . . . . .. . . . 61 C. Coumen Area Liability Insurance . . . . . . . . . 62 0. Parties' Liability Insurance - Store. . . . . . . . . . 62 I�i„fyp�. E. Blanket Insurance and Self -Insurance. . . . .. . . . 63 l"• %lI CAWLFF INSURANCE .... .. .. . .. . .. . .... . . 63 A. Developer Improvements. . . . .. . . . . 63 B. Stores of Major . . . . . . . . . . . . . . . . . 64 C. Blanket Insurance and Self Insurance. .. . . . . 64 D. Release and Matver of Smlen .. .. . 65 a Intentionally Omitted .... Insurance Trustee .. .. 66 4� MIT COVENANTS AS TO REPAIR, MAINTENANCE, ALTERATIONS 1 AND RESTORATION .. . . ... .. ... . 67 A. Maintenance . .. . . . 67 B. Restoration of Common Area. . . .. . 67 Restoration of Developer Improvements 68 D. Restoration of Stores of Majors . . 69 E. Standards of Construction 70 F. Licenses For Reconstruction Use of Coempn Area for Construction. ]1 �z7 rr G. Clearing of Premises. 72 N. Common Sul idlnq Components . . . 72 layi( E. Liability of Mortgagee. . . . . . . 70 b'- NIV EXCULPATION ........................ 75 All EXCUSE FOR XON -PERFORMANCE .. . ... . . .. . . .. 76 `s XVI CONDENSATION. . .. . .. . . .. . . . . 77 A. Determination of Award. . 77 B. OIs t rlbution of Proceeds of Award . . . . 77 C. Unresolved Issues Bo D. Taking of Automoblie Parking Area 80 E. Partial Taking of Floor Area or Automobile Parking Area 81 L QIU ---_ - o Deacription: Lassa, OR Docssmnnt Y - .Ibr:ID [-1993] 1990.11883 Pager: 4 f 155 Order: srgmq Commaent: 606LGL 9rticle Fm (Iv) L Description: Lane, OR Document - Year. Zk,c D f-1993] 1990.11883 Page: 5 of 155 Ozder: *'g'•'g Comment: E. mortgage, Participation . . . . . . . . . . . . 81 G. Extent of Reconstruction . . . . .. . . . . . .. . . . 81 N. Inverse Condemnation. . . . . . . . . . . 81 1. Termination of Benefits . . . . . . . . . . . . . . 81 XVII CORRECTION OF SITE DESCRIPTIONS, DESCRIPTIONS OF EASEMENTS . . .. . ..... ... . .. .. . . . .. 82 will SIGNS .. .... ..... . ...... ... 83 A. Sign Criteria . .. . . . . . .. . . . . . . . . 83 B. Approvals . . . . .. . . . . . . . . . . . . 83 C. Identification Sty's ... . . . . . . . . . . .. . .. 03 XIX RULES AND REGULATIONS . ... .. . . . . . . .. ... .. 84 XX COVENANTS OF DEVELOPER . .. . .. .... .. . ... ... 64 A. Standards . . .. . . . . . . .. ... 84 B. Nahayyenent Criteria . . . . . . . .. . .. 84 C. Ban,f its to Na ors. . . . .. . . . . . . . Be 0. Covenants Running With the Land . . . . . . .. 66 E. Dominant and SarvloAt Estates .. 87 F. Mutuality of Covenants. .. 87 XXI CDVEMARTS OF MAJORS .. .. .. .. . .. ...... .. 87 A. Operation Covenants .. . . . . . . . . .. .. . 87 1. Target Covenant .. . . .. . . . . . .. . 87 0. Release fret 04H9111005. . . . . . . . . 88 C. Subordlnatl on to Lien . . . . . . . . . . 92 D. Benefits to Other Parties . . . . . . . . . . 93 E. Covenants Running With the Land . . . . . . . . . . . 93 F. Dominant and Sarvlant Estates 93 G. Mutuality of Covenants. . . . . . . . . . . . . . . 94 XXII TAXES AND ASSESSMENTS . .. ... . . . .. ... .... . 94 A. Payment .. . .. . . . . . . . .. P. Contest . . . . . . . . . . 94 C. ton-Paymont of leans by a Party . 94 D. Assessment SeneflNng Shopping Center . . . . . . . . . 95 XXill ARBITRATION . .. . . . . . . . . . . .. 95 A. Disputes Covered. . .. . . . . . . 95 B. Procedures. 95 XXIV ATTORNEY'S FEES . . . . .... . . . . .. . . . . .. .. 96 XXV NOTICES ... . ..... . . . . .. . . . .. ... 97 A. Notices to Parties. . . 97 0. Mortgagee Notice and Right to Lura. . . . . .. .. 90 awl AMEMRIENT . . . . . . . . . 98 A. Method of Amendment 98 B. Wo Third Party Bvmficiary. . . . . . . . . . . .. 99 (Iv) L Description: Lane, OR Document - Year. Zk,c D f-1993] 1990.11883 Page: 5 of 155 Ozder: *'g'•'g Comment: a 606LGL 5011883 Article EM MRYII TERMINATION OF REA.. .. . .. .. .. ...... .... 99 100111I UTILITY INSTALLATIONS ....... ... . . .. . .. .. IOD XXIM MISCELLANEOUS .. . . .. .. . .. .. 101 101 A. Breach Shall Not Defeat Mortgage. . . .. . .. .. B. Breach Shall Not Permit Terminattcn. . . . • • • • ' 101 C. Captions. . .. . .. . .. .. .. . . . .. . .. .. 101 0. consent . . . . . .. .. .. 101 E. Estoppel Certificate. 101 F. Exercise of Approval R19hts .. .. . .. 103 G. Governing Laws. .. 103 N. In]unct lye and Declaratory Re1bf .. .. 103 1. No Partnership. . . . . .. ... 107 J. Not a Public Dedication . . . . K. Payment on Default. . . . . . . .. .. . . . 103 L. Intentionally Omitted . . . . . . . . . . .. . . • • M. Release . . .. . . . . . . .. .. . . . 10a N. Severability. . . . .. .. .. . . 106 0, Covenants Run With the Land; SYCCISSOIS . • . . ' ' 106 P. Tl me or Essence . . . . .. 106 Q. Waiver Of Deflult . . . . . . . . . . . . .. .. . . 106 R. Entire Agreement. . . . .. .... . .. .. . . 107 S. Index Adjustment. . .. .. .. . . . 107 I. Counterparts. . . . . . .. .. .. 108 SIGNATURES . .... . .. . . . ... . . . . .. .. .. . 109 NOTARIES EXHIBIT 'A' - LEGAL DESCRIPTIONS Part 1 - Developer Tnct Partl- target Tracy ,artIII - Shopping Center Site EXHIBIT •B• - PLOT PLAN EXHIBIT 'C' - INM[MUM BUILDING HEMITS EXHIBIT 'D' - SIGN CRITERIA EXHIBIT 'E" - RULES AND REGULATIONS <vl L Deacription: L.,OR Document - Year. Tbc11) f-1993] 1990.11883 Pager: 6 of 155 -- _- Order: rrg Coamrent: 604LGL L Description: Larse,OR Dedcuannt - 9011883 ^' CONSTRUCTION, OPERATION AND ] of 155 - - -- RECIPROCAL EASEMENT AGREEMENT THIS CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT (the "REA'O s :. Is made and entered Into as of the,_ day of t_. 1&',by .� k and between the following entitles: far GATEWAY WALL LIMITED PPRIXERSNIP, a South Dakota limited partnership In which General Growth Partners. Inc.. a Delaware corporation, Is the general partner ("Developet"), and DAYTON HUDSON CORPORATION, a " Minnesota corporation ("Target"). 4's HIT NESS E]�; sv WHEREAS, Developer is the owner of a certain tract of land located In the City of Springfield, County of Laos, Stab of Oregon, which tract is described In Part i of Exhibit A, and shown upon the plot plan attached hereto is ti Exhibit 0 ("Developer Tract-); and �il;+: WHEREAS, Target Is the owner of a certain tract Of land located In tta f I ff? City of Springfield, County of Lane, State of Oregon, watch tract Is described r�W�k� In Part II of Exhibit A and shown on Exhibit B ("Target Tract-); and WHEREAS, the Parties hereto desire to make an integrated use of, and to ,91{1 aV rA� develop and improve, the Tracts designated as the Developer Tract and the Target Tract, (hereinafter collectively oiled the "Shopping Center Site" and '?xx•" described In Part III of Exhibit A); and ,p F; WHEREAS, the Parties desire to develop and improve the Shopping Center TSL' Site as a regional shopping center (hereinafter called the "Center" or the 14+1 .e "Shopping Lent¢r'O as a Dart of agent Cal plan for the beneficial use Of tM1e >}li Tracts of all of the Parties; and r; i. WHEREAS. Target desires to cause to be constructed and thereafter t0 Operate. or cause to be Operated, as a part of the Canle', z retail iRttiay, as hereinafter provided, (hereinafter called the "Target Store"). bL ter located on a portion of the Target Tract, whkh portion, sometimes hmainafter called the "Target Store Site", is shown on Exhibit D; and LWHEREAS, Developer desires to cause to be constructed and thereafter to Operate. or cause to be Operated, as a part of the Center, one or Wore L Description: Larse,OR Dedcuannt - Year. Doc11) f-1993] 1990.11883 Page: ] of 155 - - -- Order: rrgeg CoaeLent: B04LGL soiise3 i ARTICLE I DETSNIIIDN$ As used hereinafter in this REA, the following terms shall have the following respective meanings: A. ACCOUNTING PERIM, The term "Accounting Period" means any period commencing January 1 and ending on the next following December 31, except that 1 the first Accounting Period shall commence as to each Party, on a date thirty t.... (30) days prior to the earlier of (1) with respect to Developer, Its respective Scheduled Opening Data. and with respect to Target, the date L. "2- J Deacription: Laare,CR Document — Issar.I)oc1) f-1993] 1990.11883 Page: 8 of 155 Order: rrgwq Colossa t: vi', '.'. buildings as hereinafter provided, for retail and related occupancies, In the f, Sears Stare, the Phase I Development, the Phase II Development, if built, and the Developer Non -Mall Building Areas, as shown on Exhibit B, to be located on portions of the Developer Tract, which Portions are sometimes hereinafter collect v.ly caned the "DBy014P¢r Store Site", as shown on Exhlblt B; and g=,d WHEREAS. Developer desires to cause to be constructed and thereafter t0 ? operate, or cause to be Operated, as Dar[ of the Center, the Enclosed Nall, as "Yn b0S, shown on Exhibit B; and Od 3„'x WHEREAS, Developer Is leasing portions o4 the Dave toper Mall Stoves to Sears. Roebuck and Co., a New York corporation ("Sears") under a written lease p agreement ("Sears Store Lease") and, pursuant to the Sears Lease, desires to (( cause to be constructed and thereafter to cause to be Operated, as pert of the u Collie, retail facilities (hereinafter Called the "SeaYS $tOYe") t0 be located q , as shown on Exhibit B; and h� l4 WHEREAS, Developer and Target each desire to grant to each other Party to this REA certain easements to. to, over and across the Gammon Area portion of ;'Fy{+ the Developer tract and the Target Tract, respectively; and �a5p wj WNE REAS, the Par t l as to this REA de sl re to make Carta In mutual prOV l s l ons r for the construction, maintenance and operation of the GpaYIgO Area and other buildings and improvements upon the Shopplhg Center Site, and to make certain 1f 1 other covenants and agreements for the mutual benefit of the Parties as hereinafter more specifically set forth: Jlt'�.. NOH. THEREFORE, In consideration of the Covenants and agreements on the Dart of each Party to the others, as hereinafter set forth. 11 IS AGREED as Follows: i ARTICLE I DETSNIIIDN$ As used hereinafter in this REA, the following terms shall have the following respective meanings: A. ACCOUNTING PERIM, The term "Accounting Period" means any period commencing January 1 and ending on the next following December 31, except that 1 the first Accounting Period shall commence as to each Party, on a date thirty t.... (30) days prior to the earlier of (1) with respect to Developer, Its respective Scheduled Opening Data. and with respect to Target, the date L. "2- J Deacription: Laare,CR Document — Issar.I)oc1) f-1993] 1990.11883 Page: 8 of 155 Order: rrgwq Colossa t: L ., OR Docurent — Year. Doc1D f-1993] 1990.11883 Pager: 9 of 155 - - - -'---"- Order: rrgvg Constant: 604LGL SU11e83 �f- required to first open for business In Its Store pursuant to Section B of ra`m.l Article VII, or lIU the Oats each Party opens Its respective Stora for business, and shall end on and Include the next following December 31. Any " e portion or portions of the Common Area Maintenance Cost relating to a period a of time only part of which is included within the first Accounting Period Or i the last Accounting Period o9 a Party shall be prorated on a daily bails with to Party. Except as to those other services referred to in the r# 1 respect such Period a Second paragraph of Section 3 of Article X, the last Accounting of cii,� Party shall end on the last day that such Party shall have the Common Area on Y• ``lxgw� tt St; Its Tract maintained by Developer. t + q B. ALLOCABLE SNARE. The term "Allocable Share" moans (it as t0 each > ' Major, teat part of the Common Area Maintenance Cost to be paid by each Major J. X11 for each Accounting Period under any Separate Agreement, and (it) as to 1 Developer, all Of the Commun Area Maintenance Cost which IS not the obligation m y3q 4 $ of the Main rs pursuant to the respective Separate Agreements. mel' C. AVigsOBI LE PARKING AREA. The farm "Autarobll• Parking Area- All all C araM those portions of the Common Ana used for the perking Of tutor vehicles, fM,l' Including Ring ROed s, Acta ss AOatlt, Incidental And interior roadways, pedestrtan stairways, walkways, curbs and landscaping within or adjacent to h Areas used for parking of motor vehicles, together with all Improvements to t,. 5'i'l the Common Area which at any time are erected thereon. subject to the �4 r', •, r'J l 0 provisions of Section 0 of Article 11, Such areas shall not include truck $* ramps and loading and delivery areas. 0. COMMON AREA. The term "Common Area" meant all areas within the Y exterior boundarles cf the Shopping Center Site which are made available as y�ui5 ] herelnafter provided for the general use, convenience and benefit of the Y is ,lv' Parties and all Occupants and Permittees. w: 5'uph Caston Area shall Include, but not be limited to, common utility f n tines and systems; Autanoblle Parking Area, at nes roads, Ort veway s; walkways , 4, y t') and sldowalks; malls, Including the Enclosed Nail; rest roam, not located 5 within the premises of any Occupant, emergency exit corridors not located within the prtmisus of any Occupant; employee parklnq areas located outside 11 1... the Shopping Center Site as may be approved by the Parties; and a Canter � -management office; and Comrgn Area equipment sheds. the Common Area shall k F -3- L ., OR Docurent — Year. Doc1D f-1993] 1990.11883 Pager: 9 of 155 - - - -'---"- Order: rrgvg Constant: 606LOL 901188g Include, but not be limited to, all items of Common Area shown on Exhibit B. Common Area shall not Include Developer Non -Mall Building Areas, truck .,4°r.'. . dock parking, turn -around and dock areas, the depressed portions of truck ramps serving any Store, or emergency exit corridors or stairs contained ,w within any area exclusively appropriated for the use of any single Occupant or any Floor Area, E. COMMON AREA MAINTENANCE COST. The term "Comma Area Maintenance Cost" = means the total of all moneys paid out during an Accounting Period by Developer 1r�}i for reasonable costs and expenses directly relating to the maintenance, repair, I Operation end nanegement of the Common Area, as provided in Article X excluding a (1) all costs and expenses In respect of the Enclosed Mall, Includln9, without 1l mitation, any Enclosed Mall Operation and Maintenance Expense, (II) expenses I related to Automobile Perking Mea constructed pursuant to Section A of Article 'hn VIII, If any, end (lit) real property taxes and aSsessmel Canadian Area r Maintenance Cost shall also include (1) all cost of small tools and supplies; At (It) all acquisition colts and rental charges of maintenance equipment, which pr a� acquisition Costs and aggregate rental costs and charges under a rental ,,e p agreement If In excess of had Thousand Dollars (810,000.00) On 1989 Dollen] r{asst for any single Item of maintenance equipment In any One Accounting Period or v�'"� 1f In excess of Twenty thousand Dollars ($10,000.00) [In 1989 Dollars) In the aggregate during any one Accounting Period, must have been approved by the Parties participating tberelni (111) policing, security protection, supervision "frn1J! patrol, traffic direction, control and regulation of Automobile Parking Area $$if —`a�?._:i (provided that not Imre than forty percent (60X) of all Costs pertaining to 111"C such policing, security, dlrectlon, control and regulation in all of the Common Areas shall be charged to Common ,tree Maintenance Cost); 00 all costs of cleaning and removal of ruhblsh, dirt and debris therefrom; (v) the cost of landscape natntenance and suDPll es for common Area Including PArlrtnter Sidewalks; (yl) all charges for utilities services utilized In connection with Common Area together with all costs of meintaleing lighting fixtures In the Coaucon Area; 011) all premiums for public liability and property damage I .... ance required Aa' be <a rled by Developer under the P... Wong of Article L` PI rov a l ng the C.cemrn Area, but exa I no ing any premiums attrI bvtable to the Enclosed Mall; and (Vill) in (leu of any other charge for Indlvldual costs such as overhead or for profit or supervision fees, adminlstrative. accounting, -a- Deacri.Ption: Laaae,OP Docmaaant — Yadr.1)Jc1D f-1993] 1990.11883 Pager: 10 of 155 Ozder: rrgarg cam nt: 7 I F- 604LGL 8011889 legal or other costs not directly expended for the maintenance and operation of the Common Area (except that twenty percent (201) of the annual salary of the Shopping Center Manager may be charged to Common Area Maintenance cost). in allowance to Developer for supervision as and to the extent established by each Major's Separate Agreement with Oevelgper. No capital Improvements to or upon or replacement of the Common Area shall be mado without the prior written approval of all Parties participating therein; provided, however, there nay be expended for replacement of Capital Improvements (subject to the provisions of Section B of Article XIII) in any one Accounting Period an aggregate sum of not to exceed fifteen Thousand Dollars ($15.000.00) It, 1988 Dullard without prior approval Of such Parties. The salvage value of any capital item, which was Included In Common Area Maintenance Cost, disposed of by Developer shall be credited against the Common Area Maintenance Cost, or If a Major has withdrawn its Tract pursuant to Section N of Article X, Shall be repaid to such Major if such Major had previously contributed to the cost thereof. Depreclatlon and any investment tax credit applicable to all capitol expenditures shall be allocated to all Parties as provided to the respective Separate Agreements. Mo actual capital expenditure shall be Included In ComMn Area Maintenance Cost If the amortization of such capital expenditure has been or is to be Included In ConxmOn Area Maintenance Cost, It Is expressly understood that there are Separate Agreements between Developer and each Major with respect to Allocable Share and Ccmrmn Area Maintenance Cost and In the event of any conflict between the obligations of A Major as set forth in this REA and as set forth In such Separate Agreement, as between the Developer and such Major, the provisions of the Separate Agreement shall control. Nothing in this Section E shall be deemed to preclude any additional Or different charges being made pursuant to any lease or other agreement between Developer and any Occupant. F. COMMON BUILDING COMPONENT. The term 'COPAlpb building COPPonent" means any single improvement or Portion thereof, including, hat not oecefsarliy LIsnited to, the Enclosed Mall structure, which Is located partly on the Tract of one Party and partly on the Tract of another Party. -5- Deacription: Lazre,C)R Document - Year.Ibar1D f-1993] 1990.11883 Pagm: 11 of 155 -- -- order: Argon, Coamtent: 604LGL 5011883 G. COURT. The term "Court" nmans those areas within the Enclosed Mall abutting the Store of each Major as shown on and so designated on Exhibit B. H. DEVELOPER IMPROVEMENTS. The term "Developer Improvements" means the Developer Mall Stores. the Sears Store, the Enclosed Mall, the Phase II Development, if built, and Developer Non -Mali Stores, If built, as the same may exist from time to time Including any replacements thereof. I. DEVELOPER MALL STORES. The term "Developer Mall Stores" means the buildings, as the same may exist from time to time Including any replacements thereof, located on the Developer Tract fronting on, abutting or adjoining the Enclosed Mall and which are shown as Buildings f, G. H. 1, J, A. L, H and the Vrlwo Sears building on Exhibit B. i J. DEVELOPER NON -MALL BUILDING AREAS. The tern "Developer Non -1411 " Building Areas" means those portions OF the Developer Tract which do not abut � klji the "closed Mall and which are designated on Exhibit 8 u Non -Mali Building i Areas 7, R, 3, A, and B. Each Non -Mall Building Ara may accomads to one or more Non -Nall Buildings of an aggregate fl nor Area, all as further designated "1 on Exhibit B. pl' K. DEVELOPER NON -MALL STORES. TM1e term -Developer Non -Nall Stores' means the buildings, If built, to be constructed in the future, as the same may ,^s'r... J exist from time to time Including any replacement thereof, located on the Developer Non -Nall Building Areas shown on Exhibit D. 4'l ' L. ENCLOSED MALL. The term "Enclosed Nall" means the portion Or portions r" 57` of the malls located In the Center which are to be constructed so that climatic control may be provided therein and/or which are actually enclosed by ". S walls and calling, and which are designated at Such on Exhibit B, as the same Ns� may exist from time to if AS. including any replacements or extensions thereof. M. ENCLOSED MALL OPERATION AND MRINTEXAXCE EXPENSE. the term "Enclosed YI Mall Operation and Maintenance Expense" means the total mon les paid out In an Accounting Period in connection with the Enclosed Mall, including res trooms. emergency exit corridors and stairs within the Developer Improvements which are Common Area, for the maintenance, repair, management and Operation of the Enclosed Mall. It Is expressly understood that there are Separate Agreements I 1� between Developer and each Major relating to the Enclosed Mail Operation and Hatntenance Expense and In the event of any conflict between the obligations DAAm,= ption: Larrn,08 Document - Year.Ilmclle f-1993] 1990.11883 Pana: 1 of 155 — -- Order: w']w-4 Coamient: 01 IN Description: Larre,OP Docuannt - Year. Doc1D f-1993] 1990.11883 Page: 13 of 155 - ---'- - Order: rrgwg Coaa"ent: 604LOL 9011883 of a Major as set forth In this REA and as set forth In such Separate X Agreement, as between Developer and such Major, the provisions of the Separate9, Agreement shall control. N. FLOOR AREA. The term "Fluor Ara." means the aggregate of (I) the actual number of square feet of floor space In any building located on the Shopping Center Sita, including basement space, subterranean areas, balcony"{ and mezzanine space contained within the exterior facade or exterior line of ii the exterior tlall$ (including basement wails). except party and Interior common "a0. r a` wails as to which the center thereof instead of the exterior faces thereof} shall be used; plus (11) the actual number of square feet of any outdoor area appropriated for use by an Occupant to display and/or sell merchandise as 6, permitted In Article will. i The term "Floor Area" shall not Include the follONing: I. The upper levels of any mu )ti -deck stock areas created for k-�( v "ti convenience to Increase the usability of space for stock purposes; e 2. Mezzanines used for stock, storage or office purposes; I'Lne "I 3. Areas which are used exclusively to house mechael"I (Including meehani al penthouses). electrical (Including electrical equipment to operate equlpmi telephone, NVAC and other building �S polet-of-sale operating equipment, and computer roams housing equipment to operate t point-of-sale terminals Occluding a computer data room), and trash compacting and hal log roans, whether physically separated or whether a� otherwise required by building codes. dr 4, Any Common Area; 5. Any (1) Center management Office other than any portion used primarily for leasing purposes. 01) Marketing or Promotional Fund offices and/or (111) community hall, prellded that the sum of (i) and (11) shall n"L,` :• no[ exceed an aggregate of four thousand (0.,000) square feet and the sum .� of U), (ti) and (11U shall not exceed an aggregate of five thousand (5,000) square feet; 6. Emergency exit corridors or stairs between fire resistant walls required by building codes; provided, however, If any such ems rgency exit "' corridors or stairs contained wIthln the Store of any Major shall exceed p ten feet (10') In width, the square footage 1n excess of ten feet 001) in 9 _,_ J Description: Larre,OP Docuannt - Year. Doc1D f-1993] 1990.11883 Page: 13 of 155 - ---'- - Order: rrgwg Coaa"ent: F_ L 604LGL buiss9 width shall be included In such Na1or'S floor Area. g. All truck loading areas, truck dock parking, turn -around and dock areas and ramps and approaches to such truck loading areas, truck dock fT 1-f parking, turn -around and dock areas: and s. g, A United States post office not exceeding one thousand (1,000) square feet provided that the rental for such area does not exceed 51,000.00 [In 1989 Dollars) per year. � we deduction shall be made frau Floor Area coaput0d under the foregoing definition by re p:'M of Interior columns. Stairs. escalators, elevators, v�dumpwal tars, conveyors or other Interior construction or opal pment within the � I F�v�', building involved. except as provided In Paragraphs I through 7 above. Ali After the completion and opening of the respective Stores of each Party, In ? each Party shall, at its sole cost and expense, cause Its architect to make a I�esni tl0te rminatlon as to the numb0r Of square feet Of Floor Area contained within y 50theStore of each such Party. Such determination shall be completed and 11 furnished to each other Party not later than one hundred and twenty (120) days following the date on which the Store of each such Party first opens for business. in lieu of such determination by a Party's architect. any Party may eelect to furnish to it. other parties a written certification of Its Floor Area. Such ur tlfitatlon by a Party shall be furnished within the time period I + above provl tled. Any dispute arl si ng from such determination or tack Vtcatl on Yh mss''. Shall be resolved by arbitration as provided for In Article %XIII. In the `I ,.i event such determination of Floor Area by the Party's architect or 1 it certification by a Party (Including as the same may be determined by bl arbitration) shows that any Party has constructed Floor Area in excess Of its d Initial Planned Floor Area and provided such axle ss does not require such Party to construct additional Automobile Parking Arca Pursuant to Section A of i" Article Vill. the initial Planned Floor Area of any such Party shall be deemed ;'. amended and Increased to an amount equal to the fluor Area actually constructed by such Party. Notwithstanding anything to the contrary contained In this PEA, Luring the period of any damage, destrultlon, razing, rebullding, 1 repalring, replacement 0, reconstruction to, on or of any building In the ` Center, the Fl oar Area of such building shall be deemed to be the same as the Fl eor Area of Such building Immediately prior to such period. and upon the -a- 7 Deacription: Lamle, OR Document - Year. DJc1D f-1993] 1990.11883 Pager: 14 of 155 --- -- - --- --- Order: rrgwq Coamhent: I L -g- ■1 I Description: Lesson, OR Document - Year. Wc1D f-1993] 1990.11883 Pages: 15t of 155 Order: *'9m'4 Coamient: 604LGL 90116 63 comple tion of the rebuilding, repairing. replacement or reconstruction of such S bulldi AS, the architect of such Party shall make a new determination or such l._ Party shall furnish a new certification of Floor Area for such Wilding as pro,id ed In the foregoing provisions of this Section I -M. ♦ �i 0. INITIAL PLANNED FLOOR AREA. The term "Initial Planned Floor Area" means the Floor Area which each Party hes designated as the amount of Floor } Ared I a anticipates constructing on its tract, as provided 1n Section A o1 Articl Is Vill hereof, and which amount of Floor Are, has been utilized in this REA ft )r purposes of determining the extent of Carron Area and Automobile ' Phial, tg Area required for the Shopping Center as provided in Section C of h Attic Ne X. g; P MAJORS. The ler. "Major" or "Majors" refers to Target, and any Sji ad succe ssor which becomes a Party to this Agreement. may, Q MORTGAGEE AND MORTGAGE. The term "Mortgagee" means a mortgagee, or trust one and beneficiary Under a Mortgage las hereinafter Wired), and to the ?T{Fw .,ten it applicable, a fee owner or lessor or sublessor of any Tract which is e � the s object of a Tense under wM<N any Party becomes a biiee 5n a so-called v{ "sal, - and leaseback" or "assignment and subleaseback" transaction. The term 4;+aF1q "Noll :gage" means any first mortgage. Indenture of first mortgage, or first deed of trust of the Inters st, whether foe or ieasehoi d, of a Party in a tract *a and, to the extent applicable, a "sale and leaiebat k` or "es sl9nment and foot )t� suit, easebact" transaction as herein contemplated. R. OCCUPANT. The term 'Occupant" means the Developer, the MnJori, and any I u Pers on from it,, to time anU tl ed to the use and occupancy of floor Area in f y1.u, the Center under any lease, deed or other Instrument or arrangement whereunder "✓,jyj such Person has acquired a right to the use and occupancy of any Floor Area. S. OPERATE, OPERATING, OPERATION. The terms "Operate" or "Operating" or "Op, ration" (i) as it respects Stores, moan the respective Store Is open to the general public for business during its business hours, or when it is tem, )orariiy not so open for business by reason of any provision of Article XV, Or I Juring any period of reconstruction pursuant to the provisions of Article X11 1, or by reason of such reasonable interruptions as may be Incidental to Lthe conduct of Its business; and. lis) as respects the Enclosed Mall, mean the t the Enclosed Mall Is open to the public during the business hours of the -g- ■1 I Description: Lesson, OR Document - Year. Wc1D f-1993] 1990.11883 Pages: 15t of 155 Order: *'9m'4 Coamient: L° IN 604LGL 9011883 Majors, or any of them, and for not less than one-half (112) hour before and one (1) hour after the same are open, and Is properly maintained, heated, air-conditioned, lighted and ventilated In accordance with this AEA, and that all services are being performed necessary to operate and maintain said Enclosed Mall as required by the provisions of Section A of Article X and as contemplated by the definition of Enclosed Mall Operation and Maintenance Expense; and (111) as respects all other Common Area, mean that the Common Area Is available for the uses contemplated herein and is being operated, managed and maintained In accordance with the requirements of Article X. For purposes of Section B of Article XX and Section B of XXI only, the phrase ,temporarily not open for business by reason of any pravislon of Article XV" as used in this Article shall mean a period of time of no marc than eighteen (IB) consecutive months. T. PARTY. The term "Party" means Gateway Mall Limited Partnership, a South Dakota limited partnership. Dayton Hudson Corporation, a Minnesota corporation, and any Person succeeding to their respective Interests In or to any portion of their respective Tracts, except as is otherwise provided In subparagraphs I, 2, 3 and 4 of this Section. The exceptions to a successor becoming a Party by reason of any transfer or conveyance of the whole or any part of the Interest of any Party In and to such Party's Tract are as follows: 1. While and so long as the transferring Party retains the entire possessory Interest In the Tract or portion thereof so conveyed by the terms of a Mortgage. In which event the Party owning such possessory Interest shall have the status of Party. 2. The transfer or conveyance is followed Iwediately by a leaseback of the same Tract or portion thereof by such Party. or an affiliate thereof (a sale and leaseback or assignment and subleaseback). In which event only the Person entitled as of the time In question to possession of the Tract shall have the status of Party, so long as the lease In question has not expired or been terminated. 3. The transfer or conveyance is by way of lease, other than as provided in subparagraph 2 above. 4. The successor acquires by such transfer or conveyance: Deacription: Lam,08 Docsrment - Year. DOc1D f-1993] 1990.11883 Page: 16 of 155- — - -- Order: rrgwg Cant: J Deacriptmon: Lorre, OR Document — Year. X)O lD f-1993] 1990.11883 Papa: 17 of 155 Ozder: wv wg Coannent: 604LGL soiisa3 fes' (a) Less than all of a Party's Tract or If a Party has ,more than one Tract, less than all of such Party's Tracts: or (b) An undivided Interest, such as that of joint tenant, or tenant in common, In a Party's tract or tracts: or (c) An undivided Interest, legal or equitable, in the assets of any Party other than an Individual. which Interest Is not also an 7i Interest in such Party's Tract or Tracts. In the CirCumStances described In subparagraph 0, thB Persons holding all ra T of the Interests In such Tract or Tracts are to be jointly considered a single n Party. in Order that other Parties Shall not be required with respect to said tract or Tracts to obtain the action or agreement of, or to Proceed against. "1L, than one Person In carrying out or enforcing the terms, covenants, more .,,•'¢ : provisions and conditions of this REA, then, In the circumstances described in 31', subparagraph 4(a) above, the Persons holding the Interest of the Party In and �31 to not less than seventy percent (10X) of said Tract or Tracts In question shall designate one of their number as such Party's agent to act on behalf of M'f1 all of such Persons comprising the Partly, and, in the Circumstances described in subparagraph 4(b) above, the hol derS of undivided Interests totaling not less than SIVBmy percent (TOX) Of 211e entire estate Or BSYALei 10 and IO said Tract or Tracts In question shall designate one of their number as such AAParty's agent to act on behalf of all such Parsons. Such Party's agent shall i LI. at all times be a resident of the United States. If any Tract or Tracts is fr owned by Persons owning an undivided interest therein under any form of 30int 'r or common ownership, then In the determination of such seventy percent (Td%) in interest, each such owner of such undivided Interest shall be deemed to represent a percentage In Interest of the whole of such Tract ownership equal P: to his fractional Interest In such Tract or Tracts. In the circumstances described in subparagraph 4(U. to wit: if any Tract or Tracts, or portion or i". portions thereof, is or are owned by any form of entity or entitles and the interests of the Persons owning such entity or entities are not Interests In the Tract or Tracts or portion or Portions thereof (far example, the Interest Of a beneficiary under a Trust), then the Person owning each such Interest L` shall nevertheless be deemed to represent a percentage Interest of the whole ownership of the Tract or Tracts, or portion or portions thereof, as the Casa Deacriptmon: Lorre, OR Document — Year. X)O lD f-1993] 1990.11883 Papa: 17 of 155 Ozder: wv wg Coannent: Description: Lane, OR Document — Year. Ibo1D f-1993] 1990.11883 Pager: 1B of Order: en,re, Coemrent: 604LGL p, ' soiiea3 �' may be, which percen Sege shall be equal to the fractional Interest of such iq kC Person In the entity Or entitles. In the ase of a trust established for one or more life tenants and one or more remaindermen, the Interests of the life R tenants only shall, for the purposes of this Section 5, be tlaertstl to represent n.I m"and Me entire interest of the whole ownership of the Tract, his or their y tdetermination hereat ider shall be final and binding on the trust and all trust I beneficiaries. In a my of the circumstances described In thls subparagraph 4, W , tv any Interest owned 1 !y any Person who Is a ml nor or is otherwise suffering under any legal dist Willy at the timeof such designation shell be 3a disregarded In the I waking of such designation unless there is at such time a - duly appointed guar: Ilan or other legal representative fully empowered to act . q on behalf of such P, arson. Until such time as written notice of such designation Is given to each of n., 4. the Parties a nd Is recorded In the Office of the County Recorder of the ,i g other County and State In MICA said Tract or Tracts are located, and a <oDY thereof .gar , Is served upon each of the other Parties, In accordance with the requl reeeets ,f cls of Section A of Art icle R%v hereof, the acts of the Party whose Interest is so P yy9 divided or ABId In andlvt tletl Interests (whether or not h0 retains any Interest I,, ij1 i" e e„ ,y4y`1 In the Tract or Tra mets In question) shall be binding upon all Persons having C an Interest In sec i< I tract or tracts in question; provided, however, in the i q- x„t+ following instance! I all of the other Parties. acting jointly or In the Impure d- of such joint actle m, any other Party at any time may make such designation of 's t the Party's agent: `x & (1) if at any time after any designation of a Party's agent, 14 accordance with the provisions of this subparagraph 9, there shall for any reason be no duly designated Party's agent of whose appointment Vf zL all other Parties have been notified as herein provided: or r, 5 ' (1I) if a Party's agent has not been so designated and such Iri,l notice has not been given within thirty (30 days after any other nub' Party shat i become aware of any change in such Party's ownership of t all or any portion of the Shopping Center; or i (It) If the designation of such Party's agent earlier than the L axplratior i of such thirty (30) day period shall be reasonably necessary to enable any other Party to (amply with any of Its t 4 4 Description: Lane, OR Document — Year. Ibo1D f-1993] 1990.11883 Pager: 1B of Order: en,re, Coemrent: In 604LGL 9011889 obligations under this REA or to take any other action which may be ,h. necessary to carry out the purposes of this REA. /he exercise of any powers and rights of a Party Under this 0.ER by such Party's agent shall be binding upon all Persons having an Interest In any such Tract or Tracts owned by such Party. Such Party's agent shall. so long as qa >�ll such designation remains In effect. be deemed to be a Party hereunder and the �b9remaining Persons owning such Tract or Tracts shall be deemed not to be r1k Parties; but such deslgnatlon shall not relieve any Person from the obligations created by this REA. The other Parties shall have the right to deal with and rely upon the acts or caltsioni of such Party's agent In the performance of this REA. Any Person designated a Party'% agent pursuant to the provisions of this subparagraph 0 shall be the agent of his principal t, upon whom service of any r,y! process, writ, summons, order or other mandate of any nature, of any court, In }} any action, suit or proceeding arising out of this REA, or any demand for arbl- kr' tr atl on may be made, and service upon such Party's agent shall constitute due and proper service of any such matter upon his prl ncipal. Until a successor Party's agent has been appointed and notice o/ such appointment has been given pursuant Co the provl slona of subparagraph 4, the de st gnat t on of a Party's "or1 agent shall remain Irrevocable. 4". For purposes of the provisions of this subparagraph 4, a partnership n (whether general or limited), which acquires either an Interest Ina Tract F under subparagraphs 4( a) or (bg above or an interest in the assets of a Party under subparagraph 4(O above, shall be considered a tingle entity or Person, without regard to any tenancy In partnership or other similar undivided 'rt Interest created in the Tract or Party by virtue of the partnership relationship. In addition, the other Parties shall have the right to rely on the acts of the general partner or partners of any such partnership as binding on the partnership In accordance with applicable law, In the exercise by such partnership of Its rights and obligations under this subparagraph 4 or as a Party to this REA, or a member of a Party to this REA. Upon any transfer, conveyance or reversion of title or Interest which L' transfer, conveyance or reversion of title or Interest would create a new Party, pursuant to the terms hereof, then the powers, rights and Interest elee 7 Description: Lann,OR Docuannt - Yaar. Ibc1D [-1993] 1990.11883 Papa: 19 of 155 - -- _ Order: wgwq Coamnnt: J F 6O4LGL i. ('. herein conferred upon the Party with respect to the Tract so transferred, conveyed, or reverted, shall be deemed assigned, transferred, conveyed, or g' reverted to such transferee, 9rantea, or the holder of the reversionary title &4,i �. or Interest, and the obligations herein conferred upon the Party with respect vW to such Tract ihali be Oaemad assumed by such transferee, grantee, or the holder of the reversionary title or interest, as respects all such obligations to be performed from and after the date of such assignment, transfer, J conveyance or reversion; provided, havever, this paragraph shall have no p{` application to a Nort9agee not in possession of a Tract unless such Mortgagee a Trot In possession expressly accepts and assumes such powers, rights and Interest in said Tract, �Y " U. PERIMETER 5[OEMtLKS. The term "Perimeter Sidewalks" mans those on a Party's Tract and adS&cent to the Party's Store between exterior building Paas and the curb faces. including sidewalks, curbs, landscaping and all { other surface Improvements adjacent to the respective buildings OF the Parties, which shall be designed and constructed as provided In Section D of *�I Article VI. ii V. PERMITTEES. The term "Fermi ttees" means all Occupants and their respective officers. directors, employees. agents, contractors. customers, visitors, invitees. licensees, subtenants and concessionaires. N. PERSON. The word "Person" includes Individuals, partnerships, firms. assoc l at l ons and corporations, or any other form of bus l nesa or government Yui entity, and the use of the sl ugul an shall include the plural. yA. rn X. PHASE I DEVELOPMENT, the term "Phase I Development" means that portion of the Center to be constructed as Phase I as sheen on Sheet I of Eahiblt B as the "Phase I Development." ;h Y. PHASE II DEVELOPMENT. The term "Phase 11 Development" means that f" portion of the Center to be constructed as Phase II as shown on Sheet 2 of Exhibit B as the "Phase II Development." Z. PROJECT ARCHITECT. The term "Project Architect" means Derwood Goode, do General Growth of Callfornl a. Inc., 15821 Ventura Boulevard - Suite 525, Encino, California 91436, or such other architect or architects duty licensed Lto practice in the State of Oregon, as may Iran time to time be designated by Developer and approved by the Ma3ors. L -14- Description: Larne, OR Document - Year. DJc1D f-1993] 1990.11883 Pagm: 20 of 155 — - - - - order: rrgwq Ccement: x 604LGL 9011993 r' AN. SCHEDULED OPENING DATE. The term "SchxOuletl Opening Date" means, with respect to Target and Sears October 4, 1989; and with respect to r Developer, March 14, 1990. BB. SEPARATE AGREEMENTS. The term "Separate Agreements" means each i separate agreement entered into simultaneously herewith between each Major and dot .g�,. Developer, wherein Developer and each respective Major have set forth certain (.4 agreements between Developer antl each Major not set forth herein. In the event g < of any conflict between the obligations of a Major as set Ports In 1:515 RE0. and as sat forth in such Separate Agreement, as between the Developer and such r Najor only. the provisions of the Separate Agreement shall control. The provi- .iflr sloes of each Major's Separate Agreement are incorporated into this Agreement 1„s4„ by reference as between the Dave toper antl each such re spactl ve Major as If sat forth 1n full. [[. STORE OR STORES. The term "Stare" or "Stores" means the but id in9<5). i respectively, housing the Target Store, and/or the Sears Store, and/or the Developer Nall Stores and/or the Developer Non -Mali Stores, and/or the Phrase rswt 11 Development, 1f built, a$ the content may appropriately require. for "4 2:w purposes of Article XIII, the term "Stora" or "Stores" shall be deemed to .ti Include the respective truck dock Parking. turn- around and dock arses and the depressed portions o/ truck ramps. D0. STORE SITE OR STORE SITES. The term "Store Slide Or "Stare 51 [es" r means the area or areas designated for the location of each Store on [ahlblt B. IF, TERMINATION DATE. The term "Terminatlon Date" means the date on which this REA shall terminate, pursuant to the terms and provisions of Article R FF. TERNS - DEVELOPER AND TARGET. the terms "Oevelopa r", and 'target", �r respectively, means Gateway Mall Limited Partnership, a South Dakota Itml ted partnership, and Dayton Hudson Corporation, a Minnesota corporation, and their respe ctl ve successors and assigns as the Party with respect to the Developer tract and the Target Tract, as the case may be. It being agreed and understood that such terms, covenants and conditions shall be binding upon and/or enforceable by and/or agalnst each such Person only with respect to rights and obligations occurring during the respective time periods In which each such Person 15 a Party. Notwithstanding anything contained In this REA to the a -IS- —1 Deacription: Lorre, OR Document - Year. Doc1D f-1993] 1990.11883 Page+: 21 of 155 -- Order: w,farg Ccn bst: ---_ _ Description: Lann,OR DocraPnnt - Y err. IbclD [-1993] 1990.11883 Paga: 22 of 155 Ordaz,: rngmq eirx nt: 604LGL Z soiiee3 I -contrary, it is expressly understood and agreed that (1) the requirements to i ,a Initially construct Improvements pursuant to Section A of Article V. and ° Articles VI and VII On the part of Developer and Target and of Developer to lease Floor Area pursuant to Section D of Article V shall be and remain the respective personal covenants of the Parties obligated thereunder, and no such ` Parties shall be released from such obligation upon Or by any transfer by such i Party of Its Interest in its Track fauch requirements shall additionally he 'lf�'� covenants running with the land as will as the personal covenants of each such > w r y Party, and any transferee, successor or assign of such Party shall, DY va} IP(p acquiring a possessory Interest to the Shopping Center to the extent of such a Interest, be Jointly and severally responsible along with such Party for the performance of such covenants) :'"1 (Is) the covenants to Operate pursuant to L Article x%1 are covenants running with the land and a personal covenant of yy^ each respective Party obi lgated thereunder end their Buttes cars by means of K .; Edi merger or consolidation, and no such Party shall be released from any q �+ ,! obligation under such covenant upon or by any transfer by the Party of its Interest to its respective Track. ;l Anything In this Section to the contrary notwithstanding, it IS expressly 3 understood and agreed that (1) the term "Target" for the purposes solely Of Article %XI, shall mean Dayton Hudson Corporation. a Minnesota corporation, pp y:R r R+' respectively, or any other corporation which Pay succeed to the operation of: all or substantially all of the retail department store operations of Such , Mayor to the State Of Oregon, or any Corporation which may, as the result of vt 4: reorganization, merger, consolidation or sale of stock or assets, succeed to [. such business to the state of Oregon, and (11) each respective Major shall ber t. released from all future obligations under this REA if such Major transfers pa . Its Interest in Its Tract to a Person who acquires all or substantially all of the assets of such major in the state o4 Oregon and at least seventy-five js{ percent (75Y) of its stores operating in regional shopping centers to Oregon under the respective trade names set forth In Section A of Article AXI, and i S which, by written Instrument In recordable form, expressly assumes all of such a. Major's obligations hereunder thereafter accruing; provided. however, that as Lto Dayton Hudson Corporation, reference to its business, assets or stores shall mean and Include only those PP the Target Stores oivlslon of Dayton y L 6- J ---_ _ Description: Lann,OR DocraPnnt - Y err. IbclD [-1993] 1990.11883 Paga: 22 of 155 Ordaz,: rngmq eirx nt: IN 604LGL 9011889 Hudson Corporation. If such Instrument pertains to a transfer that occurs during the period that the Operating covenant of the Mayor in question provided by Article XXI remains In effect, it shall Include, among other matters, an express undertaking by such transferee Person as a direct Personal covenant to be bound by such Operating covenant and to be obligated to continue to Operate Its business at the Center under the trade name it Is doing business in at bast seventy-five percent (751) of its then currently existing retail stores which It operates in regional shopping centers In Oregon for so long as same shall be required hereunder. GG. TRACT OR TRACTS. The term 'Tract" or "Tracts- means the Developer Tract, andlor the Target Tract as the context may require. SS ARTICLE 11 # A. NONEXCLUSIVE EASEMENTS FOR AUTOMOBILE PARKING AND INCIDENTAL USES. t Each Party hereby grants to each of the other Parties. for its respective use, and for the use of Its respective Permittees, in common with all others entitled to use the soma pursuant t0 the provisions of this REA, nonexclusiveeasements over the Carron Area of its respective Tract, for Ingress to and x egress from such respective Tract. for access to and from public streets ip for the passage and parking of vehicles, and for theM�, adjoining such Tracts, i passage and accomgdatlon of Pedestrians. on such respective portions of such Common Area as are set aside, maintained and authorized for such use pursuant to the terms of this REA, and for the doing of such other things as are aauthorized or required to be done on said Common Area pursuant to the terms of ij this REA. Each such Party further reserves to Itself the right to grant the - foregoing easements over the Common Area of Its respective batt. for the purposes hereinabove enumerated, to Occupants and Permittees. Each Patty hereby reserves the right to eject or cause the ejection from the Common Area of Its Tract Of any Person or Persons hot authorized, empowered or privileged to use the Common Area of such Tract pursuant to this REA. Notwithstanding the foregoing, each Party reserves the right to close Loff the Common Area of its Tract for such reasonable period or periods of time as may be legally necessary to prevent the acquisition of prescriptive rights _IT_ _--- , Description: Lann,OR Docrannt - Year. Ibc1D [-1993] 1990.11883 Papa: 23 of 155 Order: wgwq Coaennt: J F 604LGL sousa3 the by anyone: provided, however, that prior to closing off any portion o4 51'i Common Area, as herein provided. such Party shall give written notice to each r other Party of its Intention so to do, and shall coordinate such losing with other Parties so that 1m unreasonable Interference with the Operation o4 all �y I the Shopping Center shall occurnotwithstanding the reservation herein ( Si provided /or, it Is expressly understood and agreed that, except to the extent In any deck parking structure. Such reservation and the right to nnecessary grant easements Is limited to nonexclusive ose of the surface. No floor Area shall be erected and co0structed within any portion of the Common Area of any X ti such Tract. Anything in this Section A to the contrary motWIthstanding. Developer may h - designate up to twenty (20s parking spaces located within the Automobile a 4 Parking Area of the Developer tract located ad]eunt to and north, east or east of the Sears Store solely for temporary parking of passenger automobiles used in Seers rental car business operated out of the Sears Store. B. UTILITIES +A� L Sgpn[etq_IIll1lIY-llneL Each Party hereby grants to the other 'lys Parties, for their respective use and for the use of their respective Permittees, nonexclusive easements In. to, over, under and across the i% Common Are. of its respective Tract, for the Installation, operation, flow ^" and passage, use, maintenance, repair, relocation and removal of sanitary w�l 'W`{ sewers, Storm drains. Mater and gas males, electrical DOMeY lines, PPp telephone lines and other utility lines serving the respective Trecta of }kr'd each of the Parties. All of such sewers, drains, mains and utlllty lines o" shall be underground. 24 2. rgpepp LHlity 1n s. Each party hereby grants to the other t: Parties, for their respective use and for the use of [heir respective f Permittees, nonexclusive easements in, to, over, under and across the exterior Common Area of its respective tract, for the Installation, operation, flow and passage, use, maintenance, repair, relocation and removal of sanitary sewers, storm drains, water and gas mains, electrical power lines, cable T.V., telephone lines and other Utility lines for the L' service of Common Area and for use in common with one or more other Parties. All of such common utility lines shall be underground. L Description: Laare,OR Document - Y a,r. I)oc1D [-1993] 1990.11883 Papa: 24 of 155 Order: a+9se4 Consent: 7 J F L 604LOL 9011883 3 3. 1 ocetionf Easements, The location of all easements of the character described In this Section shall be subject to the prior written y approval of the Party In, to, over and under whose Tract the same 1s to be located. The Party causing or conducting construction of such utility fl Pad ))ties shall restore the Tract or Tracts affected by such construction l to the same condition as such Tract or tracts were before commencement of construction, and shall otherwise conform to the aDDl iCable requirements f of this REA governing construction work in the Center, Including, without c limitation, the provlslons of Article Ty. Upon completion of construction + of such utility facilities the Parties shall join In the execution of an 'i agreement, to recordable Porm, appropriately Identifying the type and location of such respective utility facility. C. CONSTRUCTION AMID ENCROACHMENT EASEMENTS. Each Party with aspect to ; 1 Its Tract hereby grants to all other Parties nonexclusive easements In. to. A �Y over. under and across the Common Area of Its rtspeative Tract, for the purpose of the development and construction or alteration of the grantee's ' Tract, pursuant to the provisions of Articles V. VI. VII, XIII and %V; end for the construction, reconstruction, erection and reroval and maintenance on, to, over, under and across each such respective Tract of (I) Common Building ?5? Components, (11) footings. foundations, supports and common walls to a maximum AV lateral distance of six feet (6), (111) canopies, flag poles. roof and y!1,v building overhangs, awnings, alarm bells, signs. lights and lighting devices and other similar appurtenances to the building, to a maximum lateral distance " :'. " s of fourteen feet (141) and (lv) electrical or similar vaults And HVAC supply - 13 exhaust shafts below the surface of such Common Area, to a maximum lateral ,t! distance of fourteen feet (14'), as any of the foregoing items (1) through (Iv), Inclusive, are shown in the working drawings for such building, approved yas to the location thereof by the Party Whose Tract is burdened thereby, or pursuant to any other written agreement hereafter executed between any of the Parties. Each Party covenants and agrees, respectively, that its exercise of such easements shall not result in damage or injury to the buildings or other Improvements of any other Party, and shall not Interfere with the business Loperation conducted by any other Party In the Center. Upon completion of the construction elements referred to above, the Parties shall join In the -19- Deacription: Lane, OR Document - Yewar. lkplD f-1993] 1990.11883 Page: 25 0£ 155 - -- Ozdar: srgwg Coamient: 7 J 604LGL 8011883 q1execution of an agreement, In recordable form, appropriately Identifying the nature and location Of each such construction element. Notwithstanding the foregoing, no Party shall design or Intentionally construct Its footings, '$ foundations or structural supports upon the Tract of any other Party without y the prior written consent o1 such Party. 0. REDESIGNATION OF AREAS WITHIN STORE SITES. Subject to the provisions of Section A of Article VIII, the Parties shall each have the right as to their respective Tracts, In those areas designated as Store Sites, as shown on k Exhibit B, at any time and from time to time, t0 designate, withdraw and re- designate as Floor Area, or Common Area, such areas as each may, respectively. from time to time select; provided, however, that each such Party shall improve said area at Its expense In accordance with such designation and with all applicable requirements of this REA and shall re -measure and certify Its Floor :Rj Area In accordance with Section L of Article I. If a Major Is Operating in the I Center, a building facade of the Store of such Major shell always be located so . S°Fas to provide a building entrance Into the Enclosed Mall from and after the q;pN date of completion of constructicm of the Enclosed Mall and said Store and so long thereafter as the Enclosed Mall is required to be and is mal oral mad as A s loch. Nothing in this Section shall be demand to permit Developer to change i I the location of Developer Mall Stores, Developer Non -Mall Stores or the Enci used Mali as shown on Exhibit B without the prior written approval of the Parties. "Rye E. DOMINANT AND SERVIENT ESTATES. Each easement granted pursuant to the f provisions hereof Is expressly for the benefit of the Tract of the grantee, 4r�';• one the Tract so conePl ted shall be the dominant estate and the Tract upon which such easement Is located shall be the sery le nt estate. but where only a V' portion thereof is bound and burdened, or benefited by a particular easement. only that portion so bound and burdened, or benefited, as the pass nay be. I shall be deemed to be the servleut or dominant tenement, as the case may be. Any easement granted pursuant to the provisions of this Article may be terminated by execution of an agreement so terminating the same, by the owners of the dominant and servient estates. L ' I. FIRE AND SERVICE CORRIDOR EASEMENTS. Developer agrees with each of the Majors that It will, upon request, grant to any Major making Such request, L Description: Lane,OR Document - Y ae.WCID f-1993] 1990.11883 Page: 26 of 155 - Onder: rrgsrg Ccuseent: 604LGL plug GT;i3 such easements over the Developer Tract as such Major may require In order to a'I provide emergency fire exit or service corridors or stairs which are required yA, by building codes, leading from the Stare or Stores of such Majors to the � Automobile Parking Area. Notwithstanding the designation as emergency fire exit or service corridors, all such corridors may be used for such other w x:. purpos as as may be permitted by law. G. PROHIBITION AGAINST GRANTING EASEMENTS. No Party shall grant an easement or easements of the type set forth in this Article IT for the benefit 04 any property not w1tMn the Shopping Center Site without the prior written approval of each other Party. N. EASEMENTS FOR ACCESS ROADS AND RING ROAD. Each Party hereby grants to 'm✓ each o1 the other Parties, for Its respective use, and for the use of its ry jy respective Permittees, In common with all others entitled to use the same ' pursuant to the provisions of this REA. non-oxd uslw easements for: y1. Dedestrlan and vehicular traffic In those strips of land on the Common Are& Portion of Its (grantor's) Tract which are shown on Exhibit B Xt as crosshatched roadways (hereinafter r.forred to as "Access Roads"), and (,#gi 2. pedestrian and vehicular traffic in those strips of land on the ,Y Common Area Portion of Its (grantor's) Tract, the location and Wall, of ,. which are shown on Exhibit B and Indicated thereon as a hatched roadway 1. (hereinafter referred to as "Ring Road"), for the purpose of providing Ingress to and egress from the grantee's Tract and public streets adjacent to the Center, together with the following rights and subject to the ..+b� following restrictions and reservations: (a) The Access Roads and Ring Road easements and the land upon i which they ate totaled shall be In all respects part of the Common Area, and the improvements thereon shall be in all respects part of the common improvement work. (b) Grantors of the Access Roads and Ring Road easements agree not r.' to obstruct or interfere In any way with the free flow of pedestrian and vehicular traffic over the roadways which comprise the Access Roads and Ring Road, except to the extant necessary for reasonable Lrepair and maintenance, traffic regulation and control. and to prevent a dedication thereof or the accrual of any rights to the public therein. - _ - -- Deacrrpnon: Larre,OR o Dcunnnt - Yar e.CbclD [-1993] 1990.11883 Pager: 27 of 155 Order: wgwq Conmunt: 604LGL so11883 L -22- Description: Laare, OR Docrrannt - Year.IbclD [-1993] 1990.11883 Page: 28 of 155- - -- Order: mgmq Continent: I ARTICLE III L. EXERCISE OF EASEMENTS A. The exercise of the easements granted pursuant to Article 11 hereof y- shall be svbj act to the following provisions: 1. The grantee of any of the utility easements referred to In Section tit + I'; 0-1 of Article II shall be responsible as between the grantor and the thereof for the In s tall atl on, maintenance ane repair of all „vr+Ary.� grantee sanitary sewers, storm drains, pipes and condults, water and gas mains, {_ electrical power lines, cable television, telephone lines and other Oilllty lb U lines and related equipment Installed pursuant to such grant. Any such installation, maintenance and repair shall be performed only after two (2) ��}}�111Yij weeks notice to the grantor of the grantee's Intention to do such work, except In the case of emergency (in which event notice shall be given aS I soon as practicable). and any such work shall be done without Cost or ); p i expense to the grantor, and to such manner as to cause the least 'd disturbance in the use of the Common Are. as may be practicable under the Circumstances and shall not Interfere with Or diminish the utility services to the grantor. Upon Coup I@tjon of such work, the grantee shall restore the 6amnn Area affected by such work to the same condition as -qS .;Y. before the comaencement of the work. C,z 2. At any time the grantor of any of the utility easements granted pursuant to Sections g-1 and 0-2 Of Article 11 shall have the right to 5a relocate on the Tract of the grantor any such sewers, drains, pipes and condults, mains and lines and related equipment than I ... led on the Trart W of the grantor provided that such relocation shall be performed only after ' thirty (30) days notice of the grantor's Intention to relocate shall be gI... to the grantee, and such relocation: (1) shall not interfere with I'. or diminish the utlllty services to the grantee; (11) shall not reduce or impair the usefulness or function of such utility: and (111) shall be performed without cost or expense to the grantee using materials of an equal Or better quality that was Originally used. Notwithstanding such relocation, maintenance of the separate utility lines, mains andlcr Lequipment lasted on the Tract of the grantor under the easement granted pursuant to Section 8-1 of Article iI shall be the obllgatlon of the L -22- Description: Laare, OR Docrrannt - Year.IbclD [-1993] 1990.11883 Page: 28 of 155- - -- Order: mgmq Continent: I F 604LGL t yuiisa3 ; j grantee; provided that If there shall be any material Increase in the cost of such maintenance by reason of such relocation, the grantor shell bear ,fl the cost of such material Increase. 3. The easements granted by Section A of Article II Shall terminate and expire on Teimination Date. Ir 4. The easements granted by Section 0 of Article 11 shall be yf perpetual, subiact however with respect to the easements 9ranlld by ' Section B of Article II to the rights of relocation specified In Section A-2 of this Article 111. i 5. The easements granted by Sections C and F of Article I1 shall remain 1. existence so long as the respective Stores of the grantee and, as to the Developer, the Enclosed Nall, sball be In existence 1n the icy f Center ilncluding, whether or not this REA has terminated, any period of 1 reconstruction pursuant to Article XIII). w i 6. The easements granted by Section N of Article tI shall be perpetual. T. Interruption In use or service of any such easement a4 a result of any cause or event referred to 1n Article XV shall not render the Party 1 t with respect to the servient Tract responsible therefor. B. The Parties, each severally, agree that In the event the Store of each of said Parties. respectively, or the Enclosed Hall, as relates to the Developer, shall be removed or destroyed, at such time as such Party Is not required and does not elect to restore the same pursuant to the provisions of this RFA, it x111 leave In place any footings an4for foundations not destroyed, which Imanedlately prior to such removal or destruction were shared r between such Store and the Store of any Party, or the Enclosed Mall, al. ,jointly .:_. as the case may be, for so long as such other Store, or Enclosed Mall, as the Late may be, 15 1n existence. Inc 1Utl109 d5 the SdmH may be recon s tru[ted. Nothing contained in this Article is or shall be deemed or construed to Impose upon any Party any obligation to reconstruct all or any part of any Store, or the Enclosed Mall, beyond such reconstruction provisions as are otherwise contained In this REA. C. Any relocation a4 any easement shall be made at the expense of the Party or Parties requesting such relocation. L -23- Deacription: Lane, OR DocrrWront - Y ar. IbclD [-1993] 1990.11883 Page.: 29 0£ 155 Order: vgwg C..nt: 604LGL 9011883 ' ARTICLE IV IMPROVEMENT PLANS A. SCOPE OF IMPROVEMENT PLANS. Developer shall cause the Project Sp+i Architect to prepare the Improvement plans and specifications (hereinafter -Improvement plans"), Including the general architectural concept of the to Improvements to the Center contemplated herein, for the Integrated development k of all Common Areas of the Canter. The Parties shall be consulted frequently +� during the course of the preparation of such Improvement plans. If any Party x has a preference for any particular typos of Installation, It shall, within forty-five (45) days after the data hereof, furnish to the Project Architect Ay, detailed drawings of such Installation or portion thereof and If such Items are approved by the Parties, they shall be Incorporated Into the Improvement a � plans. From three to time during the course of the preparation of such Improve- dmart *Y yxork plans, Developer shall cause the Project Architect to submit progressive Ing drawings at such Improvement plans to the Parties In reproducible form #e'`I (1n sepias or reproducible transparencies) for review, recommendation and ;v• "{ approval. Each document submitted for review pursuant to this Article shall contain a cover page prominently listing the date malled, the required return E tlate, a statement to the effect that the document will be deemed approved by i the recipient unless skid recipient makes objection thereto xl thin the time f ). specified in this Article, and if such Improvement plans differ from the last 35 previously delivered Improvement plans, a statement delloeating the nature and �i extent of the changes. Failure to respond within such time per lotl shall be deemed to constitute approval thereof. Copies of any response shall be sent to each other Party. The Improvement plans are not Intended to Include building Improvements to be constructed by the Parties within their respective A Store Sites, but such Improvement plans shall designate the location Of each Store building and shale des lgnata the general location of truck ramps and shipping and receiving areas serving such Stores. As to those Items which are not in conformity with this REA, or which contain changes frmn previously approved Improvement plans, (1) any such Item shall be specifically Identified by highlighting on the transmitted plan or specification, (1) the cover letter Laccompanying such transmittal shall specifically identify those Items that do not comply and how they do not comply with the requirements of this REA or the L _Z4_ -- -- Deacription: Lannt ,OR Docrrmront - Y .IbcID [-1993] 1990.11883 Papa: 30 of 155 Order: r+9rrY Csonmment: L 6OALGL suiisa3 manner in which changed from previously approved Improvement plans and state that any highlighted Item shall be deemed approved unless objected to within the time period specified In this Article, and (3) the transmittal otherwise shall comply with the requirements of Section F of Article XXIX. D. SCHEMATIC, PRELIMINARY AND FINAL IMPROVEMENT PLANS. The improvement plans shall Include: 1. 5;M1 tt Improvement Plans. Schematic Improvement plans developed from Fah101t a an CA shall, no later than thl rty (30) days POT lowln9 the J,Vi�L date of this REA, be submitted by the Project Architect to the Parties for J their review and approval. Such schematic Improvement plans shall Include 411 N elevations, material, to be used, perspective renderings refle ct Ing design concepts, layout of parking, and other Common Area Improvements, 2. Preliminary I went Plans Preliminary improvement plans, wk °j which shall, no later h,Y Inc lutl lnq four (A) sats oP Outline Specifications, tett ons, *e' than thirty (30) days after approval of the schematic Improvement Plans by i - all of the Partin, be submf fled to the Parties by the Project Architect Me4 for their review and approval. Such preliminary Improvement plans shall be developed from Exhibit B and the approved schematic Improvement plans itu ' and shall conform to said schematic improvement Plans and to the require- ments of this REA and shall Include. without )Initiation: ll Jr 'jwt (a) All access roadways. exterior boundary walls or fences. project signs. curbs, curb cuts, entrance driveways. Interior road- ways, Automobile Parking Area and utility loop systems and lines to serve common improvements and such Floor Area as each Party may desig- nate as to Its Store Site, sanitary sewer lines, storm drains and other drainage lines or systems. Including extensions thereof situated outside the Shopping Center to connect to established Public utility systems, and fire hydrants, lighting facilities (Indicating how such lighting facilities are metered and controlled) and other similar facilities for common use. (b) The location of all fatuities for common use where the fixing of such location Is reasonably possible, and if precise location cannot be shown, specifications for such locatlons shall be set forth. (0 A comprehensive rough grading plan for the entire shopping -25- Deacrrptron: Lorre, OR Document - Year. IbclD [-1993] 1990.11883 Pager: 31 of 155 Order: rrgwg Coamrent: a 604LOL suilee3 L -26- Deacription:tare,OR Document - Y ar. Ibc1D [-1993] 1990.11883 Pager: 32 of 155 Order: rrgwq Comment: 0 Center, including the sire and dimensions of all facilities for town use; storm drains, including area drains, surface drainage installations and taps for building connections, and sanitary severs for common use, including taps for building connections. (d) A COMOSlte parking layout for the entire Shopping Center, Z. including paying. striping, hampers, curbs, location of lighting standards and lighting systems, designating areas which may be separately Illuminated from time to time at the request of any Party. el rF (e) A composite landscaping plan as prepared by a landscape architect specifying overall plant materials, species and plantings. together with illustrations of all such plantings. (f) The conditions, standards and architectural treatment under „ hn ` which such Improvements shall be located, constructed and Installed. t "E Such conditions, standards ar architectural treatment shall not b0 ,K` less than the minimum requirements of any governmental agencies having yet II 4 ,jurisdiction of the Derformanro of the work In the Shopping Center. 6ewa r s, drainage, utility Imes and conduits shall not be constructed _y,1Yi or maintained above the ground level of the Common Area. (g) Tha improvement plans Sha 11 not Include any Floor Araa but shall designate the general location of all Floor Area pursuant to i Information furnished by each Party and other areas not Included within the definition of "Floor Area" or "Common Area". '4F1' (h) improvement of adjacent streets, including traffic slgnalIzatlon, as required by governmental agencies, and other off-site Improvements. tU Drawings for storm drains and area drains, Including eAtenslons thereof off the Shopping Center Site. sanitary sewers, water, telephone, gas, electric power and other utility Imes. condults and systems, including Imes and taps for commercial connections to connect the Store buildings to such utility lines to points designated by each respective Party, the location which shall be designated in each such Party's sale and absolute discretion, but L not closer than five feet (Y) from the Stare building face, which may be prepared by the utility companies responsible for such installa- L -26- Deacription:tare,OR Document - Y ar. Ibc1D [-1993] 1990.11883 Pager: 32 of 155 Order: rrgwq Comment: 0 604LGL 9111188 L ZT_ L)eacrrptaon: tarpon, OR Document - Y .I)oc1D f-1993] 1990.11883 Page: 33 o£ 155 -- Order: rrg Comment: J tions or the Project Architect or other architects or engineers. and In either event shall be subject t0 the approval in writing by the Parties. All water line systems shall be of such size and standards ( to meet the necessary Aire protective requirements of various fire underwriters of each of the Parties, as hereinafter provided. (j) The location and emtent of Perimeter Sidewalks and walkways. The Perimeter Sidewalks shall be designed and constructed in accordance i with Section 0 01 Article V1. If a Party does not disapprove and specify any objection or make a l proposal that would add to or change the schemetic or preliminary laprove- 't ','�•1 '` notice with a co to each other mens plans to the Protect Architect, t, by DY Party, within thirty (30) days from such data Of receipt Of such submis- `� sion, such plans shall be desired to be satisfactory as to such Party for further development. If there Is such disapproval and objection or proposal from any Party, the Project Architect snail tall a meeting Of all �$ Parties to be held at the Center, within fifteen (15) days from such date of receipt of such disapproval and such objection or proposal, to resolve ?� and adjust any such disapproval and objection or proposal rl th reference to such improvement plans. All objections or proposals shall be considered at such meeting with a view to developing such Improvement y, plans In their final form at such meeting. If at such meeting the Parties are unable to agree unanimously, all matters of disagreement shall be resolved by the arbitration procedures of Article XXIII. 4y +,i 3. Final imp1ovement5Sle0p. within one hundred eighty (180) days from the date of approval of the preliminary Improvement plans, the Project Architect shall submit final improvement plans, Including four (4) sets Of spealfleations, to each of the Parties for review and approval; such final Improvement plans shalt be developed from the approved preliminary Improvement plans. If a Party does not disapprove and specify any objection or make a proposal that would add to or change the final Improvement plans to the Project Architect, with a copy to each other Party, 0thin thirty 001 Ldays from such date of receipt, such plans shall be deemed approved. If there is such disapproval and objection or proposal from any Party. the L ZT_ L)eacrrptaon: tarpon, OR Document - Y .I)oc1D f-1993] 1990.11883 Page: 33 o£ 155 -- Order: rrg Comment: J F—I 604LGL so1168� (� r ?." Project Architect shall call a meeting of all Parties to be held at the Rf Center, within forty-five X46) days from such date of submission, to resolve and adjust any such disapproval and objections or proposal with. reference to such final improvement plans. All dlsapprovals and pti @ni objections or proposals shall be considered at such meeting with a view to developing the final improvement plans in their final form at such a ,+ 3 meeting. if at such meeting the Parties are unable to agree unanl mously. I " all matters of disagreement shall be resolved by the arbitration < Procedures of Article %XIII. To the extent possible, all work shall �ifly� continue during any period of arbitration. v ` 41 C. ADDITIONAL IMPROVEMENT PLANS. After construction of the Improvements contemplated in the final approved Improvement plans, additional Improvement Plan' mm' be developed by the Project Architect for the future development Of . 1 V the common or may be developed by others and submitted to the Parties for iapproval. Upon such preparation or approval by the Project Architect, as the �_.rte'^ case may be, such plans shall be submlttetl to the Parties for their approval K y, In writing. To provide continuity and harmonious architectural treatment In the 'F development or approval of such plans, prior approved Improvement Plans shall hl' be followed as a guide in any such addltlonal Improvement plans and In the " establishment of conditions, standards and architectural treatment under which . h unimproved areas shall be improved or additional Improvements shall be made. w ' s D. CNANGES IN IMPROVEMENT PLANS. Changes may be made In approved final m, Improvement plans only by the agreement In writing of the Parties. The Party :iJ or Parties requesting any such changes shall pay any additional costs Incurred ii ,{a In connection with such changes; provided, however, the requesting Party or Parties shall pay such additional cost only if the request for change Is not 's t' the result of an error or omission by the Project Architect or to eccoeenodate ) ` a pre-existing condition. The cost of such changes shall be estimated by the dr. Developer and approval of such cost obtained from the Party responsible for 5` the payment thereof prior to amending the final drawings and Issuance Of c ' authorization for the work to proceed. Failure of a Party to approve or Ldisapprove such requested changes within thirty Xtl0) days from the date OF submission thereof shall be deemed approved by such Party. L -2N- J Deacription: Lorre, OR Document - If air. IbcZfl f-1993] 1990.11883 Page: 34 Order: wgw'g Coamient: Description Lairs, OR Doossaent - Y sr. DJc1D f-1993] 1990.11883 Page: 35 of 155 Order: rrgeg Coamient: 604LGL soiiae3 �(''q�' fl j E. APPROVAL AND DELIVERY OF IMPROVEMENT PLANS. All approved Improvement , e' plans shall he stamped "approved", dated and certified by the Project I Architect and maintained by It In a safe and convenient place, In the event p, `pt of designation Of another Project Architect. Developer shall cause all Improvement plans and other records relating thereto to be promptly delivered {'Y ✓v �'C: to the new Project Architect at the time of such designation, ; F. GENERAL DESIDN DATA FOR COMMON AREA. In the preparation o4 all jf f 1 JJ"ddy improvement plans provided for In Sections A, B and G of this Article IV, and ;. any further plans for rotor¢ development or chan9ea In the Common Area, the !. r.; xa, �+4 following general design data, without limitation, shall be followed, as k �: p"ImY minimums. Unless governmental speclflcatlons for such work establish higher standards: 'a hl 1. Sewer and other Utility 11082, COntlUiti OY SySieFli Shall not 00 ,n constructed or maintained netl above the ground level 04 the Shopping ng Center 1` v �ghs.. A Site unless such installations are within enclosed structures and conform ,,'. - with requirements of all applicable governmental or private a9enc las y..}, Y' having jurisdiction of the work, and are approved by the Parties. 7L� 2. Street Improvements shown on Exhibit N respecting future and =' i existing streets and roads adjacent to the Center Shall be made In �{ s% accordance Yi Ln LM requirements of any governmental agencies having ,r v jurisdiction of the same. sAF'• 3. Lighting for Automobile Parking Area shall be provided by fixtures ` of such type as the parties shalt approve, with area controls ct real ted h' "v . ,�... independently with photo-el ecfrl( controls, sufficient to produce a mini- lnl-um inmal maimed Intensi tY measured at grade of (1) one 0) foot ca.dla of lighting In the Aubmewbile Parking Area, (11) one and one-half (j I/2) foot candle of lighting on all roadways In the Autonwbl le Parking Area, s L= r and (111) four (4) Pout candles of lighting at all Center exits and y" entrances to the Automobile Parking Area. the lighting system shall be designed so that 1t can be illuminated at twenty-five percent (252) of k - S full intensity uniformly distributed throughout the Automobile Parking Area, during hours of darkness that the Center Is not open for business. I— 4. The slope In Automobile Parking Area (which shall not be Inter- ` rooted with retaining walls or enbankments forming a break In grade, except -29- A Description Lairs, OR Doossaent - Y sr. DJc1D f-1993] 1990.11883 Page: 35 of 155 Order: rrgeg Coamient: L 604LGL as shown on Exhibit "B°) shall not exceed a maximum of three percent (3%) nor be less than a minimum of he and one-half percent (1 112%). unless otherwise shown on Exhibit R or on the approved improvement plans. 5. All sidewalks, unenclosed malls and pedestrian aisles shall be of materials approved by the Parties, and the surface of the Automobile Parking Area and access roads shall be paved by installing a suitable base, surfaced with a bituminous or atPhaltic wearing surface, or other material approved by the Parties. 6. The surface of that portion of the Enclosed Mali devoted to pedestrian traffic shall be Installed In o continuous plane without steps except as may be airman on the approved improvement plans. The maxlmum slope for t,t portion of the Enclosed Mall devoted to pedestrian traffic shall not exceed one and one-half percent (1 112%1. unless Otherwise shown on the approved Improvement plans. 7. All fire protective systems shall be installed In accordance with the requirements of local authorities having jurisdiction over such Installation, and any additional require"nts of any underwriter desig- nated by each Party, such as Industrial Risk Insureds designated by Target 8. The heating. ventilating and cooling systems of the Enclosed Mall shall be constructed so as to operate and be capable of maintaining an Inside dry bulb temperature of seventy degrees (70') Fahrenheit, with outside dry bulb temperature of ten degrees (10') Fahrenheit for beating. and the cooling system shall be capable of maintaining seventy-eight degrees (78') Fahrenheit dry bulb and fifty percent 150%) humidity Inside conditions with outside conditions of eighty-one degrees (RI°) Fahrenheit dry bulb and sixty -levan degrees (67') Fahrenheit wet bulb. The entire system shall be automatically controlled. 9. The finished surface of the Enclosed Mall shall be established at the same elevation as the corresponding fl or of each adjoining Store at all points ad3oining such Store, unless otherwise shown on the approved improvement plans. G. ENCLOSED MALL DESIGN AND IMPROVEMENT PIANS. Each Party shall be sent general design plans for the Enclosed Mall which shall be subject to the approval of each such Party. The rights of approval herein contained shall Bra Description: Larse, OR Docummrnt - Year. Ibc1D [-1993] 1990.11883 Papa: 36 of 155 Order: Nr Coessent: Deacniption: Larne, OR Documwent - Y an. Doc1D f-1993] 1990.11883 Page: 37 of 155 Orden: rrg Coaunent: IOALGL 90118" t ' � �^ the ;r include the genual Interior construction of, the elevation of, and architectural treatment of, the Enclosed Nall, excluding storefronts of ((( Occupants of Developer Nall Stores. Each Party shall be furnished schematic p�{ drawings and preliminary and final improvement plans developed Prom the general [in�:} design plans referred to above which shall be subject to the approval Of the 6 i Majors. The Majors shall each, respectively. have the right of approval (Which t. y tw' approval may be granted or withheld at the sole and absolute discretion of each y k t Major, respectively) of the design of its respective Court at shown on Exhibit 2 P+]yfD. Including column locations, decor layout, decorative elements, floor ¢lets-(" fiwc [Ions. floor to oiling heights. lighting, wiring. etc., and the furnishings _ t of such portions of the Enclosed Mail. Notwithstanding the approval right o4 �, y sub such Major, no disapproval may be predicated on a requirement of any Major ld3f which would materially atter the previously approved general design concept of a J the Enclosed Nall. "eta N. ENCLOSED MILL CONSTRUCTION. The Enclosed Mall shall be constructed by Developer at Its sola cost and expense In accordance with plans and 4e011ca- , l� `� tions prepared by Developer and approved by the Majors. Including the plant k "a for attachment to the Store of any such Major. In the development of the plans for attachment to the Store of any Major, the architect designing the r" rip, � Enclosed Mall shall consider the facade of the bus ldl n9 [q which ch the attar A- h tl r. men[ is to be Wade, the sheathing of any Nall columns adjacent to any such y, 5 building facade, signing requirements of the Major at its Store entrance Into the Enclosed Mall, the Insurance requirements of the Major so as to maintain t'"Y the quality of Its usual fire and extended coverage Insurance without Increased l� i '+ premium, building code requirements, increased or decreased costs of construe- 1. tion of the structure to which attachment Is to be made, and the fact that there shall be n0 seismic or structural loading Imposed upon any Such Store. ' I Th. Enclosed Nall shall provide for sprinkler protection (Including a deluge system or a fire protection water curtain. If required by building code {gkt h requirements or a Majors independent inspection firm to meet "Highly Protected {{{r Rlak" Insurance requirements) within tit, telling plane and at all windows and - doors of the Store of any Major, and shall Include any smoke vents required by Lcode or the foregoing insurance rthOlrement, because Of the attachment of the Enclosed Nall to the Store of each Major. If such smoke vents are required for Deacniption: Larne, OR Documwent - Y an. Doc1D f-1993] 1990.11883 Page: 37 of 155 Orden: rrg Coaunent: G"LUL suiisa3 any reason other than the attachment of the Enclosed Mall to such Store, such Major shall reimburse to Developer the costs of installing such smoke vents. In the event plans for such attachment are submitted and approved by any Major i. 1n sufficient time to enable It to construct its Stare so as to receive such attachment, such Major shall so construct its Store. In the event the plans are not submitted in sufficient time, but are thereafter approved. then and In that event the expense of any change In preparing the Stora plans and any additional cost 1n constructing such Store, or any change or modification therein shall be borne by Developer. '.; �,O, .y s, The Parties further recognize that the air conditioning and heating iDec 1• �i +1F flew ons of the X+jor's respective Stores, Developer Nall Stores and tA0 q Enclosed Mall are critical and that the same shall be so designed, COnitrUfted, F h Operated and maintained so me not to unduly drain conditioned air free, nor l; unduly discharge or return air Into, the Enclosed Mall, the Major's r0iDectl va �._ �,'.:� Store Or the DPVBIODlY Mall Stunts, of the Case may be. DBV@IOPBr agrees f0 CdOe! tM1e DC LOpdntS 0( the DBBBI Op@Y Mall $teYlf antl the Sears St0ro, not to GG; unduly drain conditioned air from, Or unduly discharge residue or return air into, the Enclosed Mall. if any Major constructs Its Store 10 that It Is necessary for Developer to build the Enclosed Mall structure over the property line of such Major's Tract Td ,f+}; (other than attachment to the timmediate proxl mi Cy Of the Tract line), any xl additional cost Incurred by Developer by reason of so extending sold Enclosed Mall shall be reimbursed to Developer by such Major, .11045 otherwise agreed to by Developer and the Major Involved. If the Developer constructs the Enclosed Mall s0 that It Is necessary for any Major to build Its Store Over the property line of the Developer batt "'- (other than attachment In the Immediate p,,.Imlty of the Tract line), any additional cost incurred by such Major by reason of so extending Its Store shall be reimbursed t0 that Major by Developer, unless otherwise agreed to by Developer and the Major involved. Developer shall have the right to attach the Enclosed Mall to the Majors' L buildings without any Obligation by Developer to pay the Majors any amount for such right to attach the Enclosed Mall and without any obligation by any Major to cnotrlbute to the payment of the cost Of ogistructleg and equipping the Description: Lasee,OR leocmmw@nt — Y .1bc1D f-1993] 1990.11883 Page: 38 of 155 Order: av e C meant: 604LGL 9011883 Enclosed Mall. Developer shall furnish, Install and maintain the flashing and seal at said attachment and shall repair, at Its sole cost and expense, any damage to the Majors' buildings caused by Developer making or maintaining said attachment. y� I. CONSTRUCTION COMPATIBILITY. The locations, number of levels, height and exterior configuration of all buildings and structures to be constructed fl r by each of the Parties on Its respective Store Site shall, if not indicated u, ,i , thereon or different from Exhibit 8, or if greater then the limitations Imposed a1 by Exhibit C. be subject to the prior written approval of each of the other ° Parties. In order to produce an architecturally compatible unified Shopping Center pursuant to the common general plan contemplated by stats REP, each Party �'ybJyM agrees to consult with all other Parties concerning the design, color treatment *' and exterior materials to be used In the construction and reconstruction of all buildings and structures on Its respective Tract and to consider the views of '? all the other Parties with respect thereto prior to selecting the specific materials and colors for Its improvements. The design standards for the on- �5 site Improvements, including schematic parking layout, landscaped areas and driveways, shall be architecturally harmonious and compatible for all Parties' l Tracts so far as the sane are to be constructed at on above ground level. aF I. PLANS FOR TOE STORES. Target shall cause to be delivered to the Developer, Project Architect and to each other Party at least ninety (90) days 1 before commencement of construction of such Major's Stora, one copy of their 5i respective proposed plans and specifications as respects their exterior A'' design, including color and ma serial of their respective Stares or improvements. The Project Architect or such other Parties shall, within twenty (10) days after the receipt thereof, notify each such Party of any exterior design features, calor or material which In the Project Architect's or such other Parties' opinion are not compatlble in relation to the design concept of the Shopping Center. In the event of any such notice by the Project Architect of any proposed plans of the Party, such Party agrees to cause its architect thereafter to work In good faith with the Project Architect and the other Parties so that the buildings to be erected and Lconstructed will be In harmony with the approved general architectural concept of the Shopping Center. The question of architectural compatibility shall -83- 7 Der rpt'on: Lorre, OR Docuannt - Year. IbclD [-1993] 1990.11883 Pager: 39 0£ L55 -- -- Order: *'9w'g Coamient: R 604LGL 9011893 not, however, be subject to arbitration under Article X%111. K. EXERCISE OF APPROVAL RIGHTS. No Party shall, in exercising Its right of review and/or approval over the plans and specifications of any other Party, or over the Common Area Improvement plans and specifications, make any unreasonable request, or any request whatever which would unreasonably Increase the charges or cost of the work to be performed or which would otherwise be Inconsistent with the applicable standards contained In this REA. The reasonableness of any such request (but excluding any claims for damages) shall, if disputed by any Party, be determined by arbitration as provided In Article XXIII. L. ENTRY INTO ENCLOSED MALL, The Store of each Major shall have an entry for customers Into the Enclosed Mall In the area designated for such on Exhibit 8. Such entry of each Major shall be open during such hours that the Store of the Major and the Enclosed Mall and at least seventy percent (Tot) of the Developer Mall Stores and the Sears Store are open to the public for business. ARTICLE V CONSIRUCTIuN OF DEVELOPER INPRWEMENIS' OPENING DATE° OE OEVEtOPER HaL crORNC�O A, COMMENCEMENT OF CONSTRUCTION. Developer agrees, on a date as soon as reasonably possible after approval of plans and specifications, to commence construction of the Developer Improvements and thereafter diligently proceed to conpleHon. OBVal Oper shall be deemed to have commenced the Construction referred to in the preceding sentence upon the date that Developer shall have let a firm contract for the construction Of such Developer Improvements and shall have commenced the Construction of the foundations of such Developer Improvements. \;- B. MANNER OF CONSTRUCTION. P11 work of construction of the Developer yn, Improvements shall be made In accordance with the final Developer improvement plans approved by the Majors pursuant to Article IV. Developer shall cause to be delivered to Target at least ninety (90) days before commencement of construction of Sears' and each other department store, one copy of their respective proposed plans and specifications as respects their exterior Ldesl9n, Including color and material of their respective stores. Target shall, within twenty (20) days after the receipt thereof, notify Developer and -34- __—.... Description: Larse,OR Document - Year. Ibc1D [-1993] 1990.11883 Papa: 40 of L55 - --- Order: wgwq ctoamrent: r- 604LGL yuiiea3 each Party of any extarlor design features, color or material Alch In Its / opinion are not compatible In relation to the design concept of the Shopping :n ' Center. In the event of any such notice by Target of any proposed plans of }n. Sears or any other department store, Developer shall cause Sears or such other t - department store, as the case may be, to cause Its architect to work In good faith with the project Architect and Target so that the bulltlinpl to be ereceed and constructed will be In harmony with the approved general ss„� architectural concept of tna ShOpDing Center. C. TIME FOR COMPLETION OF DEVELOPER MALL STORES AND ENCLOSED HALL. On or vi before the Developer's Scheduled Opening Date, Developer shall, with respect to the Phase I Development, complete construction of the (l) Developer Mall Stores, including the Sears Ston and any temporary closures union may be � required for any Developer Nall Stores which an not open for business, and (it) Enclosed Nall. in 0. TIME FOR LEASING AND OPENING OF DEVELOPER MALL STORES, SEARS STORE, AND ENCLOSED MALL. If at least one elf of the Majors has previously opened or will st multaneously open, Developer shall, on the Developer's Scheduled Opening Date, (1) open and Operate the Enclosed Hili to the general public and have the Enclosed Mall completely functional and Operating In accordance with t.. '?„', the applicable requirements of this REA, tncludlnq being air conditioned, heated. ventilated, lighted, decorated and landscaped and free from obstructions, and (111 have the Sears Store and it least fifty percent (501) of the aggregate initial Planned Floor Area of the re.lning Developer Mall Stores leased under leases r,qul,lnq such Occupants to be first open for T" business on or before the Developer's Scheduled Opening Date. Developer shall use Its best efforts to have all of the initial Planned Floor Area of Developer Mall Stores open for business on of before said date bolo Majors an open for business. E. PHASE 11 DEVELOPMENT, I. The Phase it Development Is designated On Enh1G1 J as "Department Store C", "Department Store D", and "Department Store E". The areas comprising the Phase II Development cop s tltnte a part of the Developer Tract. Lif developed, Developer agrees to develop "Department Store C", and/or "Department Store 0", and/or "Department Stare E" as and for the operation of L -DS- Deacrrpt,mon: Larre, OR Document - Y .flcl f-1993] 1990.11883 Pages: 41 o£ 155- cs de : rrgwg Colone t: De ±ption: Lane, OR Document - Year. IbclD [-1993] 1990.11883 Paget: 42 0£ 155 - Ordar: *'gm'g Comeent: 604t0t souea3 � � I I'. single -user retail department stores. Prior to beginning Construction of all 9°9 1 �! or a portion of Phase 11 Dava l Opmant, Developer shall qfw written actio to 1 ; ry Target of the number and location of the Department Stores and other improvements it Intends to build and the scheduled completion data for each Of Fr Department Stores C and/or D and/or E. as the case may be. Developer shall 11'' N � up, d w" repeat this nott ce procedure each time Phase 11 Development construction 15 ,y o f{ undertaken.01� §'+ 2. The Store Sites of Department Stan C, Department Stora D. and , , Department Stara E shall be improved In the Phase I Development by Developer as Automobile Parking Ane In conformity with the common improvement plans W provided In AFlti LLIV. and such Campton Area %hall be camp laced by the i h3; ;{a Dave/oper on or before the data provided In Section of Article VI and shall A.. remain Common Area until construction of the Phase 11 Development thereon is nt 15 { �� g f9y commenced. After [onstructi an of any portion of in Phan l[ Dlvel Opme M commenced, the Portion of any Phase !I Development Improvements as are h. Vi actually constructed shall. If such improvements Cons titute floor Area, w' i,. .{r longer be part of the Gammon Area. t -+ ,u 7. Developer. at its own expense, may construct (or cause to be h the Department Store C within the stare Site shown On fahLbli.@ -, ' constructed) and designated "Department Ston C" having not nor, than the Initial Planned'y4ti $'(' Floor Area nor Ills than the minimum Floor Area specified in StctloD.A of AArticle Vill. a. Developer, at Its oto -*pease, may Cometruat car cause to as constructed) the Department Store 0 within the Stare site shorn on Exhi1.LL@ and designated "Depsrtment Store D" having hot more than the initial Planned Floor Area nor less than the minimum FIWr Area speclfied In i•[tlon A of Article VIII. 5, Developer, at Its own expense, may construct (or Cause to beu�, constructed) the Department Store E within the Store Sit. shown on ixhl@LI-@^ - and designated "Department Store E" having not mare than the Initial Planned F , Floor Area nor less than the minimum Floor Area Specified in SLatlon A of , Arlls e Llll.� L 6. in !M1a event Developer elects k0 construct or cause the � [onetreetlpn of the Department Store C. and/or Department Store D, and/or L -D6- J De ±ption: Lane, OR Document - Year. IbclD [-1993] 1990.11883 Paget: 42 0£ 155 - Ordar: *'gm'g Comeent: F 604LOt D 9011883 on the Department Store E, Developer !hell maintain the DarkLsg ratio required w•; Shopping Center Site pursuant to Section -c of Article_Y. taking Into account •� both the additional Floor Area seated by the addition of such Department �. g Store/ s> and the Automobile Parking Area lost through the construction of sato expansion. the required parking facilities, when constructed, shall be a part Of the Automobile Parking Area for all purposes o1 this REA. Any such 4, - Automobile Rankine Area shall to completed on or before the date that the iy i ` fi Department Store D and/or Department Store E Open for business. 7. Said Automobile Parking Area provided for In subparagraph 6 of I this Sectl on E shall be constructed to accordance with all regal rementt Of ., this REA applying to Construction of Automobile Parking Anand shalla, i include convenient pedestrian and vehicular accev my'.schematic, 9 u c� preliminary end final plana for the Automobile Parking Area and shall be i „ M1„ ta 1^}'� submitted to and approved in writing by the Parties Prior to construction In li w as is provided /or the Improvement plant In ASllcipTh!lY• - the same manner M Prov l s l ons of A ti El as IV and IX shell be applicable with re speLL to the ty hE!l er ac tion and construction of the Automobile Parking Area. The Automobile Parking Area, when constructed, shall be a part of the Automobile Perkl nq Area n< for all purposes of this REA.' E #, gg "I A. The Department Store C, Department Ston D, and Department S[on c and ell applicable shall be constructed In accordance with jA0141Pp -1 �{ requirements of this REA applying to tonstructloo of a Store for a Major and x' M ' In accordance with plops therefor prepared In accordance with $ ct top Y of g. Developer nay at any time convey fee title or lease the Stora t+ Sites of the Department Ston C, and/or Department Store D. and/or Dopar tenant Store E and In each tato a contiguous portion of the Common Ana lo[atvd on a 1 ' ern the Developer Tract sufflclent to satisfy the parking ratio requirements for I the Store Site pursuant to SeCtim Of Article X to a person for the con stru[tl on and Operation of such Depertmen+, Stores In the Shopping Center, f. • � , but subject to the following conditions: 6 L (a) Such conveyance or lease shall be sube[t to all of the }• jt[�'' terms, covenants and conditions of this REA. I L>e iption: Lorre, OR Document - Y ar. Ibc1D [-1993] 1990. 11883 Page: 43 of 155 - Czder: rrgwg Corueent: Deacription: Lane, OR Doo..t, - Year. DIOCZ) f-1993] 1990.11883 Pager: 44 of 155 Order: WO,%O, Cosawwent: 604LDL t1q i 9u11883 t' per' (b) Such Store Site and the remalnder of the Developer Tract s yI shall each, separate and independent of the other, comply with all o4 the terms, covenants and conditions of this REA. Without t ` f � c; limiting the generality of the foregoing, such conveyance or lease I shall not result to the Automobile Parking Area on Developer Tract a or In the Center bales r,ducal below parking ratio required by 7, u $ Section on c of Article and after any conveyance, such Store Site 3 jt and remainder of the Developer Tract shall each have sufficient n1 parking, separate and Independent of the other, to maintain the Y1 parking ratio required by Section C of Article X. ."yA 1 V/1 (0 In no event shall larger be required to bear any of the costs of constructing additl"a) Common Area, Automobile Parking '4a A18' Area or other facilities made necessary by such conveyance Or 'k 1 .> yYsl lease. 10. Except for those assessments shown of record at the data of this Ti AEA, Developer agrees to keep the Target Tract free of any and all future I, assessments of any kind for improvements required by or made In connection 3 with the Phase 11 Development or any part thereof. ARTICLE VI i. L A. rnucTR u'i�C01MOX INP0.0VEMEXi WORK `8 A, SCOPE Of [0144ON IMPROVEMENT FORK. The -common improvement work" shall .�, consist of the following Items of work as approved by the Parties: 1 i. Crslt mi nary De v914p0epLQL51t9- Preliminary development of the - Shopping Center Site, including, but not limited to, the Ioilowl ng: I t` t�}t (a) Preliminary and master Dl annl ng• y)(I a ^(1 (b) Preparation of environmental Impact reports or studies as may ++ be required by applicable federal, State and loci' law. W�. (c) Design. planning and construction of of4-site and/or .0-11t. dl t storm drains, flood control faeliltlet, and planning of approprlete off-site and on-slte lair ovements for development by Developer or L ; public bodies. (d) Design, planning and construct"' of off-site and on-site Improvements for the general benefit of the Shopping Center Site, L _Dg_ J Deacription: Lane, OR Doo..t, - Year. DIOCZ) f-1993] 1990.11883 Pager: 44 of 155 Order: WO,%O, Cosawwent: Description: Losse, OR Document - Year. Ibc1D [-1993] 1990.11883 Pager: d5 o£L55 Order: rrgawg Consonant: 604LGL 9o118e3 E �! Including. but not limited t4 Perimeter atreati and access roads )3 (whether or not dedicated to public use) and planning and erection of traffic signals, median Creaks, directional signs, street lighting, end other facilities, all as reasonably required to provide proper i rf ga � Ingress and egress for the Center. � f� e FI. le) Demollnon, clearing, rough gradlnp, fill and compaction of i IN portions of the Slopping Center Site pursuant to the recommendations of a licensed soils engineer selected by the Parties, which shall 4?5 Include the building Dadi end any building ex avail ons. excluding, ) however, any backfill adjacent to any Stora that easy be required as a x result of the excavation of the building pad of such Store, which backfill work shall be done by and at the sole cost and expense of the It x Party constructing such Store. j p. L t of [LMllpn area. The design, construetl. and 1 improvement of the Common Area (excluding the Enclosed Mall), including Ii " �@ k S but not limited to the following: (a) flit and compaction requirements, H any, to develop the s} same, pursuant to the recommendations of the approved soils engineer. (b) Finish grading, T97 (e> All Paying. striping and lighting. including Pana lboartls. .e, ' switches and photo -electric time clock controls. `+ Id) Facilities for surface and subsurface drainage. y� 31ia (e) Malls (excluding the Enclosed Mill), sidewalks and curbs, exclusive of Perimeter Sidewalks, Will Perimeter Sidewalks shall be -j designed and constructed as provided in Section D of Article VI. a ie' lfl Landscaping, except Tor landscaping within Perimeter Sidewalks, which sM1all be designed and constructed as provided In Section D of Article VI, and except those related to construction of Six the Enclosed Nell. (g) Coleman nnitary sewers, storm drains, gas, electrical, transformer and vault, water, telephone and other utility facilities 11 beyond five feat IS') from the bullding face of the respective Stores y of the Parnas, and In locations designated or approved by the Majors, S �' but in no event closer than five feat (6) to said Store few. L -as- J Description: Losse, OR Document - Year. Ibc1D [-1993] 1990.11883 Pager: d5 o£L55 Order: rrgawg Consonant: F 604LGL soiiee3 <hl All anon ltf es such as benches, trash baskets, Public aq. telephones, newspaper stands. drinking fountains, bicycle racks, bus L i shaltaq decorative features and similar facilities for the comfort or v benefit of the Permittees, together with Institutional signs. symbols, u 45 directories and shelter lar notices /or and to the Center, Including signs ts ip�, during construction, which construction signs shall be of such a sl xe, form end content as the Partial shallapprove. n (1) All fire protective9ystams as provided In Section F-] of Article IV, fs: a" (1) All architectural and engineering costs and construction bonds and Amends costs for builder's risk Insurance relating to the n r 'a preceding Items, t Ik) All Automoblle Parking Area. A ", ems"d B. CONSTRUCTION OF DOWN IMPROVEMENT WORK. Dpon approval of the Improve- ment plant provided for In Section A o/ Article IV. Developer shill enter Into i 'y a written contract(,) for the construction of the comr6n le movement work h b work shall be at the sub cost and expense of navel war. Developer 'V which y t4 shall provide adequate and tce inuWs supervision of the construction of the �. benefit of the It concern improvement work by all contractors for theParties' If expressly rP Oopnt xed by the Partial that there are Separate Agreements lr. t e :1 between the Developer and each Major which NY provide for the payment by each Major of a portion of the cost of the comm improvement work. ,. SCHEDULING AND D(NPLETIDN Of COMMON IlflAOVENENT NOAK. s: - C. 7i I, $Ltdpla, The performance of the common Improvement work byY, Iprf Developer shall be Scheduled by the Developer In consultation with the °? .# Majors to c00rdtnat¢ such common lmprovement work with the work of construction of the Stares of the Majors and of the Developer Improvements. rr Z. gomglatian. The common Improvement work by Developer In the ra( Pnasa i Da vel opment shall to completed at least thirty (30) days before the Developer's Scheduled Opening Data; provided, however, prior to commencement of construction of the common Improvement work, Developer and each xajor shall mutually approve An area In the vicinity of oath L Rf P"tive Major's ,tore which Shall he completed by a date not later than j tlx (6) veeks before serge is Scheduled Opentn9 Date. L "40- J Description: Lar,a,OR Docrsaent - Y az,. Ibc1D [-1993] 1990.11883 Papa: 66 of Ordaz,: wgwq Coneient: L L 60OLGL 9011983 D. DESIGN AND CONSTRUCTION Of PERIMETER SIDEWALKS. The Perimeter Side- walks shall be designed and constructed and the cost and expense of such design and construction shall be borne as follows: 1. Design. The Project Architect shall furnish to each Party general design standards for the Perimeter Sidewalks, which general design stan- dards shall be subject to the approval of each Party. Developer and each Valor shall, after receipt of such general design standards from the Project Architect, cause Its respective architect on the basis of the approved general design standards for the Perimeter Sidewalks to prepare and submit to the Project Architect and each Of the other Partlws, proposed plans and specifications as respects the Perimeter Sidewalks adjacent to Its Store, showing sidewalks, landscaping, retaining walls, earthflll, color and material, which plans and specifications shall be in conformance to the approved general design standards for the Perimeter Sidewalks. 2, Cuesttgctl9n. Developer shall construct all curbs within the Perlmeter Sidewalks As part of the common improvement work. Developer and each Major shall construct or shall cause the construction of that part of the remainder of the Periwtar Sidewalks which fit within Its Tract, which construction shall be performed at the constructing Party's sale cost and expense In accordance with the pians and specifications with respect thereto, and in accordance with the construction scheduleS for the applicable portions of [ormon Improvement work In the area of the various Perimeter Sldewalkt. E. SEPARATION or HONK. For ati purposes applicable to the provisions of statutory law of the State of Oregon, the construction of the C.,, Aree, the Enclosed Nall, and each of the Stores. respectively, which may be Inte- grated, shall nevertheless each be deemed to be a eeparate and distinct work of improvement. F. CONSTRUCTION COPWNICATION. Each Party shall appoint a Person or Persons who Shall cbordlnate On each Party's behalf all communications between each Party under Articles IV, V and VI, the name Of which Person Or Persons shall be given in writing to each other Party. Demazmption: Larse,CR Document - Ymar. DoorD f-1993] 1998.11883 page: d] of 155 Order: rrquq Coamient: J 604LGL F -F' suiiae3 ARTICLE VII CliA-TRLCIIOh OF MAJORS' TO0. r• OPENING DATES A. CONSTRUCTION. Subject to the provisions of this Article VII, each Major agrees to cause constructlon of Its Store to be commenced and further agrees thereafter diligently to prosecute same to completion so that each such Store shall be constructed within the respective Store Site, with at least the Initial Planned Floor Area specified In Section A of Article Vlll and shall be open to the general public for business on or before Its Scheduled Opening Date. All work to be performed shall be in accordance with the requirements of this REA. and In accordance with the requirements of the final approved Store plans. B. OPENING DATES OF WORS. Target shall be open for business on Its respective Scheduled Opening Date, If Developer has completed Its respons lbl lltl es pursuant to Sections A, B and C of Article V and Section C of V1. Anything herein to the contrary notwithstanding, in no event shall Target be required to open between November 5 of any calendar year and March I of the succeeding calender year, or during the period from March 10 to June 30 or August I to September 30. L -42- Description: Larsn,OP I cpswwnt - Jg mc.2bcl2) f-1993] 1990.11683 Page: defof 155 Order: rrgeg Cosewant: ARTICLE Vill eTION R2F AXO ry[}yNT !s3i FLOOD AREA. OP {t A. FLOOR AREA. The Initial Planned Floor Area and the minimum Floor Area 'i of each of the Parties are as follows: Initial Planned Minimum _ timer Area E12011 -h eA Developer Mall Stores (excluding the 294,548 235,638 Sears Store) 113,577 95.183 Sears Store Depar tmant Stare C (Phase II Dave l opmen t) 63,000 50,400 Department Store D (Phase 11 Development) 49,035 39,229 Department Store E (Phase 11 Development) 93,423 74,738 L 113,613 BO'cou Target Store Developer Non -Mall Building Area 1 6,650 5.320 L -42- Description: Larsn,OP I cpswwnt - Jg mc.2bcl2) f-1993] 1990.11683 Page: defof 155 Order: rrgeg Cosewant: Description: Lane,ORDocuamnt - Year. LbclD [-1993] 1990.11883 Pager: 49-.f 155 Order: rrgaq C dxmmnt: 604LGL suuse3 ^' Developer Non-Na11 Building Area 2 2,375 1,900 s Developer Non -Nall Building Area 3 2,375 1,900 r3" [ 4 Developer Non -Nall Building Area 4 6,650 5,720 ^^ Developer Non -Nall Building Area 5 47,500 38,000 ' lk� Developer, as to in. Developer Nall Stores, the Sears Store and each major I c%. as to Its respective Stora shalt each initially construct or cease to be 1 constructed Its Initial Planned Floor Area as sat forth above: Provided, 1 e however, Developer shall not be obligated to construct Department Store C, i y^ Department Store D, Department Store E, nor the Developer Non -Nall Stores. Subject to the provisions of Articles XIII and XVI herepl, following the � opening date of each respective Store, there shall be, during the term of this u' n 4� BEA, on Seen Party's Tract not less than the respective Minimum floor Area sat n y, k" 1 forth above. 3r The Int tl ai Planned Floor Area of Department Store C, Department Store D, .iq and Department Ston E shall by deemed part of Developer's Initial Planned Floor Area upon the first to occur of the (1) canplsti on of construction Al thereof, or (11) data for opening thereof for business as agreed to by the ' Parties. The Allocable Shares of the Parties shall be than recomputed to .'. ,•` reflect the addition of such Initial Planned Floor Arad, as Specified in the ' " respec Uwe Separate Agreements. Notwithstanding the foregoing. nothing to this Article is intended to Itmit the maximum size of any Party's Store. In the event that any Party i6 constructs or recons trusts more than One percent (16) in excess of its Initial i;4 planned floor Area, all such construction Shall comply with the following 1 "' conditions: &m r 1. It shall be located within sato Party's Stare Site as shun on d " d i Exhlblt B. 2. It shall be constructed 1n accordance with the proVlslens of Articles IV and IX, and to the extent spillable, Article VII. p; 3. It shall not exceed the maxlmum height for such Store as shown on Exhibit C. 1 4. such Party shall provlde, at its sola cost and expense, additional 1 L Automobile Parking Area, either by adding land to Its Tract In a location -43- J Description: Lane,ORDocuamnt - Year. LbclD [-1993] 1990.11883 Pager: 49-.f 155 Order: rrgaq C dxmmnt: Deacription: Lorre, OR Document - Y ar. Wc1D f-1993] 1990.11883 Page: 50 of 155 Order: rrgrrg Coameent: 604LGL 901188'3 {.' I7 1 approved by the Parties, or by constructicn Of a parking structure on Its i� Tract in a location and of a design and configuration approved by the Parties and containing sufficient snowballs parking spaces so that there Shall be the same ratio of autmi,119 parking spaces for the excess Floor ;a. 1i Area as 15 provided for In Section C of Article X for the Shoopl.9 nSt Center. The Autonnbl Is Pirkl ng Area for such excess Floor Area Shall he 5� designed and constructed In accordance with improvement plans approved by the Parties in tike manner as provltlttl in Articles IV, VI antl 1% for the 1kg d original construction of the Autonobile Parking Area. Such Party shall &y ma mtnin such additional Automobile Parking Area at its sole cost and s; d'n. expense. or such mel me nie<I shall be performeJ by Developer pursuant to a, *+� Separate Agreeeent with Oeve lope, providing for Its maintenance by Vk, Developer at such Party's expense. Such additional Autonnblle Perking S- K-� Area shall automatically, upon completion, becoml i Dart of the Gammon Area, and It shall be beintalned to the same standards as set lords to a, Article X. In w event, however, shall any costs of Operation, maintenance and reconstruction of such additl anal Automobile Parking Area including Insurance, real estate taxes and assessAents be Included In s I. Carron Arta Maintenance Cost, notwithstanding that such additional ;P Autbowbile Parking Area 15 Included In Common Are& under this REA. i Y` B. HFIGNIS AND LDCATIONS. The heights of buildings in the Center shallAr ,wt exceed those specified In Exhibit C attached hereto and by this reference ,. made a part hereof. Rooftop mechanical equipment shall be screened Fran public vl ew Iran ad]ace nt public streets and highways and Ru tammhlla Parking („ Area within the Ring Road. except for visibility frau streets higher than the roof of the buildings on which such mechanical equipment Is located. No building or buildings or improvements, other than approved cemnon improvement Pf work, shall be erected or expanded On the respective Tracts of the Parties, r.; j except within their respective Store Sites designated an Exhibit 8. E C. USES. Kellner the Center nor any part thereof shell be used, and no building or other Improvement shall be constructed, maintained or used except S5" for retail, office and commerblal service establlShments common to first -el Ase . L regional shopping centers In Oregon containing enclosed air conditloned &alis and such other uses as are frau time to those approved by the Parties. Except L -44- J Deacription: Lorre, OR Document - Y ar. Wc1D f-1993] 1990.11883 Page: 50 of 155 Order: rrgrrg Coameent: I- -1 604LGL soiiae3 for the Developer Non-Nell Store$, office use shall net Include a building i t used primarily for general office purposes. Commercial service uses may ?. Include financial Institutions, brokerage offices• restaurants, medical clinics, dental clinics and similar out-patient health care services, a ppp [heath complex in the location shown on Exhibit B. travel and other agencies (fk and similar service establls hmenks. o B. paCHIBITIONs. No use or operation elil be made, conducted or permitted ' yp 1st on or with respect t0 all or any part of the Center, which use or operation Is .l obnoxious to or Out of harmony with the development or operation of a first-k.,'f thn class reit oval shopp l ng center con to In inq an enclosed at condi It honed mm l 1, r 111 including BOC not limited tn, the following: it Y, 1. Any public or private nuisance.iCy 2. Any noise or sound that 1s objectionable due to Intermittence, r,?} 3 beat, frequency, shrillness or loudness. W"` 1' 3. Any obnoxious odor. lar q. Any noxious, toxic, caustic or corrosive fuel or pet. Cr�<' 5. Any dust, dirt or fly an In excessive quantities.,. ' j� 6. Any (Ira, explosion or Okhrt daw91n9 Or dangerous haxartl, r } including the storage, display or sale of explosives or fireworks. Pi S. 7. Any warehouse (but any area for the storage of goods Intended to he sold at any retell establishment In the Canter shall rat be deeme0 to $�),I• [.. be a warehouse). assembly, manufacture. distillation, reflnfng, smelting. 70(a e agriculture or mining operations. ' 4 I B. Any mobile home or trailer court, tabor camp. Junk yard, hock r .I yard or animal raising. Notwithstanding the foregoing. pet shops w111 be permitted within the Center. provided that such shops shall be so J sp conducted that there shall be no violation of the other prohibitions of gg p this Section by reason of the cepa ra[1on of such shops. 9. Any drilling for and/or removal of subsurface substances. 10. Any dumping of garbage Or refuse. '•. 11. Any veterinary hospital, bowling alley, mortuary or similar service establishment. L12, Except If located to the Developer Non-Hail Store, any commercial laundry. laundromat, or dry-cleaning plant. 13. Any automobile body and fender repair work. L_ -45- Description: Lane,Dlt g uxmwxnt - Y ar. CoclD f-1993] 1990.11883 Pager: 51 of 155 Ozder: rrgrrg Conurunt: L 604LGL 9011883 E. NON-INTERFERENCE WITH COMMON AREA. No selling or retail activity shall be conducted and no merchandise or services shall be displayed, sold, leased, stored or offered for sale or lease outside the physical limits of Floor Area, either from temporary or permanent installations (Including pushcarts) other than (a) from klosks, If any, as provided In Section F of this Article, and (b) In connection with special center -wide events sponsored by the Center's Marketing Fund approved by the Majors, which events shall not be held within a radius of seventy -flue feet QS') from any Enclosed Mall entrance of a Major. All such special events shall be conducted (i) In good taste, adhering to the standards of a flrst-class regional shopping center, cit) so as not to inter- fere with the use of, access to, or the visibility of the entrances to the Storo of each Major, and (iii) so as not to materially loped, or interfere with circulatloo of padrstrlans with%. the Enclosed Mali, the use by Permit- tees of the Enclosed Mall, or Ingress and egress to store entrances located within the Developer Mall Stores. Outdoor selling will not be permitted in the Center unless consented to b) each Major and the Developer. F. KIOSKS. No kiosk nor any form of obstruction (except Enclosed Mall amenitles that are shown on the approved improvement plans) shall be located the Carron Area. except as specifically shown on Exhibit B. Any klofk locate In the Enclosed Mail shall be within the area designated as "Permissible Flail Area" on Eebibit S. The kiosks herein permitted by designation on Exhibit B shall be subject to a .ono n height of eight feet IS') and shall not be larger In Floor Area than shown on Exhibit B. No food sales for consumptlon on -premises shall be permitted from any klosk, except (1) to the Food Court Area as designated on Exhibit B and (it) for the sale of dry food or nuts and packaged Food. G. FENCES AND OTHER OBSTRUCTIWS. in, fence, structure or other obstruc- tion of any kind (except as Indicated on Exhibit B, or except for decorative features and customer conveniences as shown on the final plans for the Developer Improvements or the final improvement plant for the Co., Area) shall be placed, kept, permitted or maintained upon the Common Areas without the prior written consent of the Parties. -a6- Deacrdp,±.: Lane,OR Document - Y .yb D f-1993] 1990.11883 Pager: 52 of Ordar: w Cconsent: L 604LGL I soiise3 I. H. COMMON AREA CHANGES. Except as otherwise provided to this REA. no $ changes Shall be made to the Common Area or in the location or design of the IF common Improvement work on a Tract prior to the Termlmatlon Date as to such I� Tract without the prior approval of the Parties, except for minor changes to 1Q, amenities and landscaping adjacent to each Party's Store or within the U Enclosed Nall. / ARTICLE IM. G511FRAL CONSTRUCTION REOUtRENENTg A. INTERFERENCE BY CONSTRUCTION. Each Party severally agrees to use Its , 1 reasonable efforts to perform and construct work performed by It (1) so es not w) � r to cause any Increase In the cost of constructing the remainder of the Shopping ; r, Center Site or any part thereof, (11) so as not to unreasonably Interfere with m3�s any construction work being performed on the remainder of the Shopping Canter = Site. or any part thereof, or (1fU so as not to unreasonably Inter/era With x�r and ml rel ml ee disruptions of the use, occupancy or enjoyment o4 the remainder q' of the Shopping Center Site or any Dart thereof by any other Party, and any x ,ir,. i7. ._ other Occupant of the Shopping Center Site, and the Permlttau of any other P _ }y` Party and such other Occupants. ye Each Perky severally agrees to defend, Indemnify and hold each other Patty h p J, harmless from and a9al rest all claims, Including attorney's flee, resulting - Ev from any accident, Injury, loss or damage whatsoever occasioned to any natural ryry Person or to the property of any Person ds shall occur by reason of the _ pperformance of any such work by such Party. -p B. CONSTRUCTION BARRICADES, Each Party erectlny. restoring or construct- {. Ing any building not yet enclo504 with exterior building materials or other @" r SI — q; Improvements after the Opening Date shalt erect and construct a solid fence at r L1 least eight feet lB') In height, surrounding the bullEl ng or buildings or �, W ,- Improvements so being constructed. Such construction fence shell be kept In 1 k place, In good condition and repel,, until the building or Improvements soFF f ' being constructed are safe and otherwise Secure from unauthorized lotruslcm. Any solid fence shall be painted in colors approved by the Project Architect L and shall be architecturally ccasnatlbl, with the balance of the Shopping 3 e Center. The same requirements shall apply during any work of repair or { restoration under Article MIT If other Floor Area IS being Operated during ^ such time period. _4T- __ _ _ - Deacription: Lama, OR Document - Y err. Ibc1D [-1993] 1990.11883 Pager: 53 of 155 Order: rrgvg Conmrent: 504LGL soiiee3 C. CONSTRUCTION STAGING AREAS AND SCHEDULE. Prior to the commencement of any work performed by any Party, each Party shall submit to the Project Archl- tect and to each other Party for approval: /t) a plot plan of the Center showing the buildings or other Improvements to be constructed, utility conned tions, material and equipment storage sites, construction shacks, staging areas and other temporary Improvements, including access and construe tl on roads and + temporary utilities, and workmen's parking area: and (it) a time schedule, In reasonable detail as to each component of such work Indicating the approximate data or dates when such construction, Including on-site cork and Dad prepare - tion for each Major, shall commence and be canplated, including the date or �q dates upon which each portion of the Center used for the Purposes referred to M In the preceding subdivision (1) shall cease to be so used by such Party. +t Within twenty (20) days after the receipt of such plot plan and such time i schedule, each Party shall notify the Project Architect and the Party submit - line the Same whether the same are approved or disapproved. specifying the reason therefor If disapproved, provided that, If the submission Compiles with m' �ql the cavo lrements of 'Action f of Article zzix, s failure to gl va such notice 1'! shall constitute approval thereof by the Project Architect. if any Party or Ii-EY1 the Project Arthl tact shall disapprove the plot Dian and/or the time schedule (specifying the reasons for such tlbapproval), the Party submitting the same shall promptly revise the same In only those respects that the disapproving Party or the Project Architect shall reasonably request as requisite to Its ' approval puri uan[ to the Standards contained In this 0.EA. "r D. WORKMANSHIP. Each Party agrees that any and all construction performed hereunder by such Party shall be done In a good and workmanlike manner, with first-class materials and In accordance with all applicable laws, rules, ordinances and regulallons. Subject to Section f of this Article, each Party stall pay all costs, expenses, liabilities and (lens arising out of or In any way connected with such construction. Developer shall, upon demand, deliver to the other party or Parties demanding the same, evidence of completion of its work in compliance with all applicable laws, ordinances, regulations and rules In accordance with the final Improvement plans, approved pursuant to Article TV, and that all such casts, expenses, liabilities and liens arising out of or In any way connected with such construction have been fully paid and aR- L)eacription: Larre, OR L)ocrrment - Y .IbcID [-1993] 1990.11883 Paget: 54 of 155 Order: rrgsrg Comment: 7 0 60CLGL .9011883 discharged of record, or contested and bonded, In Mich event any judgment or other process Issued in such contest shall be paid and discharged before _ execution thereof. Nothing hereln shall be deemed to prohibit a lion granted pursuant to a Mortgage. ;z E. COORDINATION, Each Party, as respects the construction It Is to perform, shall use all reasonable efforts to cause its architects and u contractors to cooperate and coordinate Its construction with the architects. ofcontractors and construction work Of the other Parties to She extant reason- f'i ably practicable, to aahva leva the objectls sat forth to Section C of this Ar ti L a. p�F. MECHANIC'S LIENS. In the event any mechanics' lights are filed against ! the Tract of any Party, the Party permitting or causing such lien to be filed I,p hereby covenants either to pay the same and have It dlscharged of record, #r promptly. or to take such action as nay be required to reasonably and legally iObject to such Ilan, or to have the Icon removed from such Tract, and In all Y events agrees to have inch Igen discharged prior to the entry of judgment for foreclosure of such lien. Upon request of any other Party, the Party permit - fine or causing such lien to be filed against &mother Party's Tract agrees to yy furnish such security or Indemnity conforming to this PEA as may be required, to and for the benefit of such other Party, or any tltla Insurance company designated by such other Party, to permit a title endorsement to such Party's title policy to be issued relating to such Party's Tract without showing thereon the effect of such lien. G, CONSTRUCTION INDEMNITIES. The Parties each severally covenant and agree to Indemnify. defend, and hold harmless each of the other Parties and their respective Tramts from and against all claims and all costs, expenses, damages. losses and liabilities (Including reasonable attorneys' fees) incurred In connection with all claims. Including any action or proceedings brought thereon, arlsing from or as a result of any ak[haniPs or me terial men's lights, stop notices, or other claims regarding materials supplied or work performed. Or the death of, Or any accident, Injury, loss or damage whatsoever caused to L any natural person, or to the property of any Person, as shall occur by reason of the performance of any construction by or at the request of the ludemaltor, except for claims caused by the negligence or willful act or omission of the L Description: Lorre, OR Document - Year.lbclD [-1993] 1990.11883 Page: 55 of 155 Order: amg Commient: 9 f 6O4LGL 9U11883 Indemnitee, Its licensees, concessionaires, agents. servants or emPIOyees, or any agents, servants or employees of such licensees or concessionaires where the same may occur. The Indemnitee shall give the Indeawltor notice of any suit of proceeding entitling the indemnitee to Indemnification pursuant to this Sactl on and the Indemnitor shall defend the indemnitee In such suit or proceeding with counsel approved by the Indemnitee. ARTICLE X OPERATIONA A:NiENAN[E DF EXCLOSrg 116LLANP- UH-CUBM M.AHE6 A. ENCLOSED HALL - STANDARDS. iron and after the date upon which the Enclosed Hall is required to be open and to be 0" rating pursuant to the provisions of Section D of Article V, Developer shall operate and maintain, or cause to be Operated and maintained the Enclosed Hall 1n good order, condition and repair, without expense to any Major, except as set Porth in the Separate Agreements between Developer and each Major. Nlthout limiting the generality Of the fpregoing, Developer snail observe the following standards In the maintenance and Operation of the Enclosed Mall, which standards shall, at mmlmue, be consistent with the practices prevailing In the operation of similar ono -level first class regional shopping centers In the State of Oregon: 1. Maintain the surface thereof smooth and evenly covered with the type of su rfaclu; material originally Inttalled th.,ec , or such substitute thereof as shall have been approved by the Partles. 2. Remove all papers, debris, filth and refuse and wash or thoroughly sweep the surface of the Euctosed Mall. T. Clean lighting fixtures. eel ntalm and relamp as needed. 4. Maintain the Nndsoaptng in a first-class, thriving condition. 5. Maintain all signs (excluding those of the OC(UPants) In A clean and orderly condition, including relamping and repairing as may be required. 5. Employ courteous and profess local security personnel to Patrol the Enclosed Mali, In adequate numbers and during store hours, and such other hours, as may be prudent for the safe and orderly Operatic' of the Enclosed Hall, ,a- _- Deacraptwn: Lorre, OR Docxsmnnt — Yaar. Ibc1D [-1993] 1990.11883 Paget: 56 of 155 - _--- Ordar: w9wg Coamient: 7 a 604LGL 9011883 {�,{? 7. Maintain and keep in a sanitary condition any public restrooms and other common use facilities theYete. e. Clean, repair and mal "fain all utility systems that area part V thereof. if n� 9. Clean and �malntatn the structure of the Enclosed Nall, the roof, ' 3 a skylights. call surfeits, doors, automatic door OPeners and other appurtenances thereto. 10. Maintain the fire protection. Mating, ventilating and cooling system and the mechanical and electrical systems thereof In good order, j condition and repair, so that at all times the same shall operate within &H the standards prescribed in this AEP. kA N. COMMON AREA EXCLUDING ENCLOSED FALL - STANDARDS. Prior to the later Of (i) the date of the completion of construction of the COmmn Area (eaclusiae of the Enclosed Na1D, or (ii) the data when a contractor Is no longe required to perform the maintenance thereof, but In no event later than the beginning of the first Accounting Period. Developer shall Operate and me Intal" Or Cause z to be Operated nM maintained the Common Area on all Tract$. In good ordeh xl condition and repair. Nlthout limiting the generality of the foregoing, Developer shall observe sthe following standards in the maintenance antl operation of the Common Arae (exclusive of the Enclosed Hall), which standards shall, It mini mum, be consistent with the practices prevailing in the operation of similar one -level first Nass regional shopping centers In the state of Oregon: ,q 1. Maintain tA@ surface of the Automobile Parking Ared and Sidewalks ,a (excluding Perimeter Sidewalks) level, smooth and evenly covered NM the type of surfacing material originally Installed thereon, or such substitute therefor as shall be in all respects equal the10t0 In quality - appearance and durability. 2. Remove all papers, debris, filth and refuse from the Center and wash or thoroughly sweep paved areas as required. 7. Maintain, repair and replace such appropriate Automobile Parking Area entrance, exit and dlfeotl opal signs, markers and lights In the LCenter as shall be reasonably required. Deacription: Lorre, OR Document - Year. Dom1D f-1993] 1990.11883 Paget: 57 of 155' -- Order: srgwq Commient: a L ., OR Doc[ramnt - Year. Doc D f-1993] 1990.11883 Pager: 58 of 155 Order: agar, COnworst: e 604LGL 901188,9 l 4. Clean calntln Area lighting fixtures of the Center (but not those belonging to premises of 0¢upants) and relamp and reballast as needed, and Illuminate or cause to be illuminated the Common Area as required In 1 ,- d this REA. i 5. Maintain and repaint striping, Markers, directional signs. etc., i ,® 'J and repair and replace same as necessary to ma lntaln In first-class Y condition. 1 , 6. Maintain landscaping as necessary to keep In s first-class, 6. i lq� thriving condition. �( g. Clean signs of the Center (but not those of occupants), includingI ji, ■re lanptng and repairs as needed. 8. Employ courteous and professional security personnel for Common yp Area patrol, in adequate numbers, and during store hours and such othert� J hours as are prudent for a safe and orderly Operation of the [onanbn Areas &� Clean, repair and maintain all utility systems that are park of .the ,.�9. 'i yi Gammon Area to the extent that the same are not dadned, repel rod and ` maintained by public utilities. e_l �I 10. Maintain or cause to be maintained the parking requirements In with the standards set forth in Section C of this Article. accordance 11. Remove all snow, Ice and sleet from the surface of the Automobile ,SI F,5 Parking Area and sidewalks (including Pert meter Sidewalks) as necessary. C. AUTOMOBILE PARKING RATIO AND STANDARDS. Subject to Article XVI, s .b Developer and each M6301 shall have available Nthin the Wcneoblle Parking f� Area on their respective Tracts, at all times and after completion of jam construction thereof, not less than 5.0 automobile parking Spaces for each 1.000 square Peet of Initial Planned sl con Area on their respective Tracts, , j. all In conformance with the parking layout as shown on Exhibit B. i ,a Subject to the applicable requirements of any governmental agency having 3orisdlctlon aver the Center, each parking space, regardless of angles of parl.ing, shall have a width of nine feet (9') on center, except fpr compact C" ' i car spaces which may be eight Peet (e10") on center, measured at right angles � to the side line of the parking space. Ali compact at spaces shall be 1n the 1 . Llocations shown therefor on Exhibit B and shall not exceed 1, number ten percent (IM) of the total parking spaces within Automobile Parking Area. L -52- L ., OR Doc[ramnt - Year. Doc D f-1993] 1990.11883 Pager: 58 of 155 Order: agar, COnworst: - _--- Description: Lann,OR Document - Y ar. Ibc1D [-1993] 1990.11883 Page: 59 of 155 Order: wgwq Coanrnnt: 604LGL soiiee3 �; Parking lanes or bays (which include two [21 rows of parking spaces and incidental driveways shall have the following widths, at the angles of parking designated below: 'b,. D.nreea H1dthe 60- SS' (one-way drIsO alsles) e 90' 60(two-way, drive aIslas) Each Party severally agrees with the others to take no action which would ej reduce the parking rail os bel ow those Specified herein. n• From and after the required data of Comp letlon of each portion of the a dutomoblie Parking Area pursuant to Article VI and during any period when any L¢ Major's Store Is open for business and for not lass than one hour after the r�t re. Halon snail close, Developer will Operate and keep or cause to be kept the n9 141 :. Automobile Parking Area lighted and opened to the public. Subject to its Separate Agreement, any Party operating after t; 30 P.N. shall pay for the y cost of lighting the Codman Area after 11.3D P.M. In the ratio that the r 'y Initial Planned Floor Area of the Party to Operating bears to the Initial 1 ' Planned Floor Area Of all Parties Operating after 11:30 P.M.; provided. • r' however, that nothing contained herein shall prohibit Developer from collecting such cost from any Occupant that requires that all or any portion ly; .0%.. Irl of the Common Aro be lighted after 11:30 P.N. 0. INDEMNITY, Developer agrees to IndemnlfY, defend, and hold harmless" e all Parties. and their respective Tracts, from and against any mechanics', $d ' miteriaime n's and/or laborers' liens. and all costs, expenses and liabilities , In connection therewith, Including attorneys' fees, arising out of the, - msintenance performed by Developer In respect to the Common Area, pursuant to the provisions of this Article (whether performed prior to or after the $Yu execution of this REA). In the event that the Tract of any Party shall become r, l sObject to any such lien, Developer shall at the request of such Party �. Promptly cause such Ilan to be released and discharged of record, either by s paying the Indebtedness which gave rise to such lien, or poi ting such bond or ' (. other security as shall be required by law to obtain such release and discharge, and, In any event to have the lien discharged prior to the entry of judgment for foreclosure of such Fish. L_ -53_ J - _--- Description: Lann,OR Document - Y ar. Ibc1D [-1993] 1990.11883 Page: 59 of 155 Order: wgwq Coanrnnt: L 604 LGL 9011883 The Indamultee shall give the indemnitor notice of any suit or proceeding entitling the Indimnitea to Indemnification pursuant to this Ell and the Indemnitor shall defend the Indemnitee In said suit or proceeding with counsel approved by the Indemltes. � Ca E. PARKING REGULATIONS. No charge of any type shall be each to or collected from any Occupant, or the Permittees of any Occupant, for parking, yyG�d or the right to park vehicles In the Automoblle Parking Area. akcept such p Common Area maintenance charges as may be provided for in any agreement with any Occupant. the Permittees of any Party shall not be prohibited or prevented from parking In the Automobile Parking Area In accordance with the applicable requirements of this REA $o long as space is available In the Automobile Parking Area, and so Iona as they do not violate the reasonable rules and regulations covering the use of the Automobile Parking Area promulgated from time to time by the Par tl es. The Parties shall, by wtuas agreement, pre s[rt ba iu certain sections within the Automoblb Parking Area. or on other land ou tslde the Center within a rationalist. distance from the nearest boundary of the Center, for use as parking space by the Occupants of the Center, and the employees, tenants, agents, contractors. licensees and conte ssl ontl res of such Occupants. In the absence of such mutual agreements, each Party shall require Its Occupants and the employees, agents, contractors, licensees and condos- ,� stomal res of such Party and of sato Occupant to use only sections prescribed for parking which are located more than in... hundred feet (3000 from any store fronting on the Enclosed Nail, unl aes the consent Of the Party whose Store Is located within said three hundred feet (300') distance has been obtained. Each Party shall require Its employees and the employees of its Occupants, agents, contractors, licensees and eonceesionalres to Pee only such sections as are so proscribed for parking. Each Party agrees to use reasonable efforts to enforce the provisions hereof with respect to Its Tract. F. PAYMENT OF COMM AREA MAINTENANCE COST, The Separate Agreements Detween Developer and each Major provide for the payment by each Major of Its Allocable Share of the Cowman Area Maintenance Cost Developer shall malntaln complete books, invoices and records In accordance with generally accepted Laccounting principles and In such a manner es to accurately cover and reflect Separately all eo51S Incurred for the maintenance, repair and Operatol Of the -5a- Deacription: Causa,OR Docsremmnt — Year. 1'bC1D [-1993] 1990.11663 Pages: 60 of 155 --- - -- - -- Order: agog Cmemmnt: 0 J 604LGL 9011883 and all items affecting Common Area hereunder, 9 or entering Into determination of the respective Allocable Share o4 each Party for each Accounting Period, 1 and shat) keep the sane for a period of three (3) years after the end of such Accounting Perlod. Mlthin ninety (90) days after the close of each Accounting Period, Developer shall deliver to each Party n complete and Itemized state- ment, certified by Developer, of the Capron Area Maintenance Cost together wl th supporting data In sufficient de tall, and beck -up docurentatlon therefor. G. BUDGET. At least ninety (90) days prior 40 the commencement of the 'I second Accounting Period and each subsequent Accounting Period, Developer or tl any Now Operator under Seed on I of this Article shall submit to each of the other Parties which are then open for fastness or will open for business during the next succeeding Accounting Period, a proposed annual budget of the Common Area Maintenance Coit for such Accounting Pe rlad. E4eh such Party shall approve or disapprove such budget in writing within thirty (30) days after Its receipt. If ail of such Parties shall approve such budget, It shed f� go Into effect and be binding upon all Parties, if any such Party shall disapprove such budget, It shall communicate In wrl ting such disapproval to 41 Developer or the New Operator, as the case my be, and each other Parley Ti specifying the grounds for such dl sappraval. Thereupon, Oave leper or the New t -k Operator shall call a meeting to attempt to resolve the differences, such meeting to he held within forty-five (4S) days after receipt by each Party of i the original budget submission, if such differences are Prot resolved at the metlog, the proposed budget shall be deemed approved if (1) the amount of the proposed budget does not exceed a ten percent 001) Increase over the budget last approved by all of the Majors (and the Developer if a New Operator Is Operating the Common Area pursuant to Section I of this Article provided that In such event the Developer my not unreasonably withhold or delay such approval), or (it) the amount of the proposed budget exceeds by more than ten percent (101) the current budget and is approved by one of the parties and at least one of the other Majors. If a budget shall not be approved or deemed approved as hereinabove provided, Developer (or the Now Operator) shall L nevertheless continue to Operate and maintain the Common Area for the first ninety (9o) days of the next succeeding Accounting Period on the same budgetary bests as though the Parties had readODtsd the then current budget. L -55- Deacription: Lane, OR Dmcuannt - Y a,.IAwc1D f-1993] 1990.11663 Pager: 61 of 155 — Order: vng Cmssurst: I F_ 604LGL soisea3 During said ninety (90) day period. the Parties shall use their best efforts r! to agree oa a budget. If, with respect to any Accounting Period, no budget has been approved or deemed approved by the and of the aforesaid ninety (90) day period, each Major shall pay to Developer for the remainder of any such Accounting Period on account of its Allocable Share on the Same budgetary J1 basis as though each of the Parties had readopted the then current budget. The provisions of this Section partalning to payments by each Party to Developer II�R on account of Its Allocable Share shall be subject to the respective Separate f` Agreements between each Major and Developer with respect to the payment of ;C, their respective Allocable Shares. N. AUDIT Each Party shall have the right, exercisable upon upon at least Pf five (51 tlayf' prior motto to Develop,, at any time within the thea (3) year period (subject to Its Separate Agreement) such books and records must be 'iy retained, to audit as to each Accounting Period such hooks, invoices and records as are relevant to the computation of Coon Area Maintenance Cost As set Porth on any such statement or statements. In the avant that any audit °{ shall disclose any error in the determination of the Allocable Share of any Party of Partial, appropriate adjustment and payment or reimbursement, of the case may be, shall promptly be made between the Parties to correct such error. in addition, if any such audit shall disclose an error of two percent (2%1 or more In the determination of the Allocable Share of any Party. Developer shall promptly reimburse to the Party undertaking such audit the cost of such audit. Which relnbursement shall not be charged to Common Area Maintenance Cost. Books antl records relating to Enclosed Mali operation and Maintenance Expense shall be kept separately from books and records relating to the Common Area Nel ntenance Cost, antl In such manner accurately to reflect the allocation ILI it. of costs between Common Area Maintenance Cost and Enclosed Mall Operation and Maintenance Expense. 1, TAKE-OVER Or MAINTENANCE. for purposes solely of this Section, the term "Operator" shall mean the Developer or any New Operator Operating the Common Area under this Section. In the event that Target shall at any time, or from time to time, be dissatisfied with Operator's performance of Its L obligations under Section B of this Article (l ncl ntlt ng the expenses of the maintenance and Operation), Target shall have the right to give Operator -55- Deecriptmon: Larne, OR Document - Year. IbclD f-1993] 1990.11883 Page: 62 of 155 — Ozdec,: rrgmg Ccamient: Deacriptmcas: Larne, OR Document - Year. IIOCID f-1993] 1990.11883 Pam: 63 of 155 — Ozder: wn,m'4 Commient: 604LGL 9U1188'� Ir�': + written notice of such dissatisfaction, specifying the particulars to respect of which Operator's sold performance Is deemed by Target to be unsatisfactory. If, tluring the slaty (GO) day period from the date of such All, notice, operators said performance shall continue to be unsatisfactory, .. Target shall have the right to glue Operator a Second thirty (30) day notice of such dissatiafattion, specifying the particulars in respect of which aU Operator's said performance Is deemed by Target to be unsatisfactory and, If, during the thirty (30) day period from the date 01 such second notice. r Operator's said performance shall continue to be unsatisfactory. Target shall ffi ,�■ I' have the right t0 cause t0 be taken over from Operator the maintenance and y °! , Operation of the Common Area by appointment and designation to be the r� 03 substitute operator (--New operator-) of either one of Target or of an P Independent firm experienced In the management and operation of regional ; shopping centers, effective on the first day of the next succeeding calendar r ` month, Anything herein to the contrary notwithstanding, such take-over of the j - b maintenance, management and Operation of the Common Area shall not lU m lk� obligate Target to pay any cost or expanse In respect of the malntenanct, ; management and Operation of the Carron Arab, excePt Its respective Allocable Share (which shall continue at all times to be governed by the prooslons of } Section 8 of Ar ticla I), or Hit relieve Target of its obligation to pay Its w)I t reapective Allocable Share. t{ Each Major covenants and agrees to pay promptly to the Now Operator, upon demand, any sum which such Major shall be obligated to pay to the New Operator qT pursuant to this Section. In the event that the maintenance, management and a !� Operation of the Comrmn Area shall be performed by a New Operator other than Developer, and Developer shall have failed to make the payments herein required to be made to the New Operator, the other Majors shall cause the New Operator to give Developer written notice of delinquency and If payment Is Trot made by ' Developer within ten (10) days after receipt of such written notice from New operator, then any and all sums payable to Developer by any and all occupants of the Center in respect of Its or their pro rata shares of Common Area Maintenance Cost, as specifically defined herein, exclusive of any taxes Lcollected by Gavel man from Occupants on the Developer Tract It nc l ud s ng the Allocable Shares of each respective Major, as the case may be), together with L -5T- J Deacriptmcas: Larne, OR Document - Year. IIOCID f-1993] 1990.11883 Pam: 63 of 155 — Ozder: wn,m'4 Commient: 604LGL 9011883 the right to enforce payment of and to collect the same shall be deemed assigned to the New Operator without the necessity of the axe cuH on of any further Instrument of ass lgnment thereof by Developer, other than this REP; .4 and the New Operator shall thereafter remain responsible for such maintenance, management and Operetlon of the Common Area until another Operator shall resume i or take over the maintenance, management and operation of the Common Area, or Iportions thereof, pursuant to the provisions hereof. Any assignment shall be I C: limited to the payments for the Coneun Area so maintained by such New Operator. Notwithstanding the 4oregoing, any notice of default given pursuant to this Section shall be earl Usive of that portion of the Omnion Area within the �ta Enclosed Mall, as Is covered by the Enclosed Nall Operation and Maintenance v Expense. Developer $11,11 continue to maintain and Operate the Enclosed Nall. �j j. NITNDRAMAL OF TRACT. If one (U or mora perticlpating Majors aro Y'. dissatisfied with DOVBIOpaPs performance of Its obligations under Section B of this Article (Including the expanses of Common Are. Maintenance Cost) antl hk have given the required notice, and a New Operator is not obtained In accor-dance with the provisions of Section I of this Article, each of such Majors shall have the right to give Developer written notice of such dissatisfaction (elhh a copy of such notice to each of the other Parties). specifying the of particulars In respect of which Developer's performance Is deemed by such Major to be unsatisfactory. If, during the thirty (301 day period from the .r date of such notice, Developer's performance shall continue to be unsatis- factory. such Major [hall have the right to give Developer a second fifteen 05) day notice of such dissatisfaction (with a copy of such notice to each of la the other Parties), specifying the particulars in respect of which Developer's performance Is deemed by such Major to be unsatisfactory, and If, during the fifteen (15) day period from the date of such second notice, Developer's performance shall continue to be unsatisfactory, such Major shall have the right to either" the Common Area on Its Tract from maintenance and Operation by Developer and to separately maintain and Operate the Common Area on Its Tract In Ileu of maintenanoe and Operation thereof by Developer: provided, hoeeveq such notice sbell be effective only as of the last day of A calendar L.Srter. Any such withdrawal shall not effect the agreements herelnabove provided or the Separate Agreements with respect to the other Majors not 1. I -SB- Description: Lann,OR Docununt - Y air. Ibc1D [-1993] 1990.11883 Page: 64 of 1155 Order: s+9mY Conesent: F- L 7 604LGL 9011883 terminating the arrangements with Developer. The withdrawing Major agrees 9- that effective upon its withdrawal of Its Tract it will perform all of the functions of Developer set forth In this Article with respect to the Common Areas on its Tract, and pay allcosts and expenses in connection with the Operation and maintenance of the Common Area on Its Tract; provided, however, k in no event shall any Major so withdrawing have the right to perform the 1 security function of the Developer, which shall at all times be performed by, {2 Or on behalf of, Developer. In the event a Major withdraws Its Tract as herein provided, It shall have ` no obligation to reimburse Developer for Gammon Area Maintenance Cost, other than for services or functions performed by Developer with respect to tM {{ u Common Area which cannot be separated or divided by the dlvislon of r.,00nsl- g, bility for Common Area maletenance and Operation, such as Utilities, security i patrol or Insurance. The withdrawing Major shall continue to pay Its Allo- cable Share of the Common Area Maintenance Cost comprised in such joint x v� services or functions, subject to such Major's Separate Agreement. The with- drawing Major shall otherwise perform the maintenance and Operation of the .q,• Common Area on its Tract without cost 01 expense to the other Majors. In the event a Najor vl thdrars its Tract at herein prmvl0ed, Developer '- shall continue to maintain In effect a single policy of Ilability Insurance On sib all of the Common Area In the Shopping Center as specified in Section C of Art l Cie XI. to the extent such single poi l cy of Ilab$l l ty Insurance Is then available, and the withdrawing Major shall pay Its Allocable Share of the cost sf of such single policy of insurance, excluding, however, any premiums for Insurance on the Enclosed Mall, as specified in khB preceding paragraph. 1 ins Developer shall refund to the Major so withdrawing the full amount of any payments made by It as Its share of the cost of me inhnance and operation of the Common Area covering a period of time subsequent to the a/fp[Uw date of such withdrawal of its Tract and Shall also refund to such Major Its Allocable mr, Snare of the unamortiz¢d vel u¢ 04 Common Area maintenance equlpmenq deducting therefrom such Major's Allocable Share of the (1) cost of runctfans and/or services which Developer continues to perform or furnlsh, if any, as above provided. (tU tM1e premiums for the single policy of lnsurante, If any, as � above provided. and (111) the cost of sec Url ty patrol and ut Ili fres. Payment -59- 1 Deacription: Lane, OR Document - Year. Doc1D f-1993] 1990.11883 Paw,: 65 of 155 _-- Order: wSwq Coamient: F 60ALGL 9011883 F7': OF such amounts shall be vada to such xajar within thirty (30) days after site effective date of such withdrawal. K. RIGHT OF MAJOR TO REAPPOINT DEVELOPER. Notwithstanding that a Major S has withdrawn its Tract from joint Common Area mintenance and Operation e ry pursuant to Section N of this Article, such Mellor my cause Developer subsequently to reauume Operation of the common Area on Its Tract, but only upon satisfaction of all of the Pollovin9 Conditions: 1e: (a) The Major shall have been been operating the Comegn Ares on Its 'M Tract for at least twelve (12) months; `74 (b) Such Major or Majors shall give at least ninety (90) days prior ` notice to Developer and the other Majors of Its Intention to cause Developer to Operate such Carron Area; (J Such Major or Najors Snell designate in the notice de S<rl bad In L¢ Paragraph (b) above the date upon Mich It desires Developer to commence 'jI or recommence Operating such Common Area, which data: cU shall be An earlier than ninety (90) days after receipt of said notice by Developer + and such other Parties, and (11) shall be the beginning of an Sceeunting Period guar to r: „j (d) Such Major shall, at Its sole cost and expense, cause the Conran Area an its Tract to be brought to at least the same standards o/ %:T''� malntenance, repair and condition as than exists for the balance of the Conowen Area to the Canter prior to causing Developer to Operate the Cammon Area on Its Tract: and (e) Any Major no has withdrawn Its Tract and subsequently elects to have the Common Area Operated by Developer, agrees that it will not withdraw (pursuant to Section J of this Article) from such maintenance and Operation for a period of two (2J years following the recamanceme rt of such maintenance and Operation by Developer. (f) Such Major shall, concurrently with such r,S.Pptl on, resume performance of Its full obligations under Section F of this Article, and shall be released of Its obligations contained above In Seplton J of this Article, Wait for claims arising from acts, omlislons or occurrences Lwhich occurred during the Period that the Major was Operating the Common Area on Its Tract. -60- Description: Larm,OR Down cal, - Yaan. DJc1D f-1993] 1990.11883 Pager: 66 of 155 Ondar: on mg ccoamment: a J F 604LCL Description: Larre, OR Document - Yea=. IsmoCE, f-1993] 1990.11883 Page: 67 of 155 Order: rrgwq Comment: �xiae3 L. PERlNEiE0. StDENALKS. The operation, repair and maintenance (Including ' cleaning, sweeping and maintenange of landscaping) of the sidewalk and lighting portions of the Perimeter Sidewalks shall be Included In the cost of. maintaining the COemm, Area but mo Other costs relating to the Perimeter a Sidewalks shall be included In such costs. Specifically, the cost of i regia[ ny or regal rt nq the landscaping, planter boxes. screening walls and sl mi ler amenities, Iantlicdpe Irrigation systems and landscape drainage systems which are within Perimeter Sidewalks shall not be Included within the coats Of ,y maintaining the Common Areas, and said Items within Perimeter Sidewalks shall be Installed, constructed, repaired, and replaced a4 the sole cost and expense y i of tM1e Party upon whose Traci the soma may exist from time to time, '5f 44 h i ARTICLE IT �b I9ExN1PICATION AND PUBLIC 11AgILS TY IXSINAxLE 4(, if ^. A. INDEMNITY - LgLNDN AREA. Developer or any Major that takes over the h ..� ill me lntemance, management and operation of Its Tract as provided In Section K of P {; Mtltle %, covenants to defend, and dws hereby, indemnify and hold harmless each other Party, respectively. from and against all claims and all costs, yQ expenses and liabilities (Including reasonable attorneys' fees) incurred in }l: connection with all claims, Including any action or proceedingf brought thereon, arising from or as a result of the death of or any accident, injury, >f loss or damage whatsoever caused to any natural Person, or to the property of l� any Person, as shat) occur 1n or about the [ammo Area being mai nta lned by such Party. A Party shall not be entitled to such lndemnlficatlon for damage,' caused to such Party by reason of its active negligence or willful act or nalssion or by reason of Its acts which are an occurrence that le excluded from coverage under the Insurance referred to In Section C of this Article. The Indemnitee shall give the Indemnitor notice of any suit or proceeding I, entitling the indfmnitee to indemnification pursuant to this Section and the i Indemnitor shall defend the Indemnitee in said suit or proceeding by counsel approved by the Indemnitee. g. INDEMNITY - TRACTS. Each Party, severally, covenants to defend, and does hereby, Indemnify and hold harmless each of the other Parties from and L against all claims and all cost,. expenses and liabilities (including reasonable attorneysfees) Incurred in connection with ell claims, lnclutllng L -61- J Description: Larre, OR Document - Yea=. IsmoCE, f-1993] 1990.11883 Page: 67 of 155 Order: rrgwq Comment: 604LGL aoiisa3 any action or proceedings brought thereon, arising from or as a result of the death of, or any accident, injury, loss or damage whatsoever caused to any natural Person, or to the property of any Person, as shall occur on Its Tract except for cl al ms <U Indemlfl" against as provided for In Section A of this Article, or (it) Insured agalnst by the Insurance referred to In Section C of this Article (but only to the extent of Such Insurance), or (111) caused by the active negligence or 0)Iful Oct or omisslon of each Interim Mad Person, Its licensees, concessionaires, agents, servants or employees or any licensee or concessionaire of the agents, servant% or employees wherever the same may -62- NJ Deaoription: Laare,OR Docramrnt — Yea=.IbalD f-1993] 1990.11883 Papa: 68 of 155- -- _-- - -- - —' Order: rrgmq Coamient: occur. s'. The Indemnitee Shall give the lademltor notice of any suit or PYpfeeding entitling the Indemnitee to Indemnification pursuant to this Sectlon and the p" R Indemnitor shall defend the InOYMltee in Said suit or proceeding by counsel approved by the Indam ltay. e C. CDM IR AREA LIABILITY INSURANCE. D,veIOP,r shall at all applicable times during the term of this REA, maintain. or cause to be maintained. In full force and elrect, comprehensive occurrence Public liability Insurance covering the Common Area within the Center with a financially responsible insurance company or companies approved by the Parties, including coverage for [� any accident resulting In Personal Injury to or death of any person and consequential damages arising therefrom, and comprehensive property damage insurance, each in the amont of not less than $5,000,000 per injury and contras tool liability insurance In an amount not less than 115,000.OW to Insure the Indemnity set forth in Section A of this Article, or Such other amounts as the parties may from time to time jointly agree upon in writing. Developer Shall furnlsh to all other Parties, on or before the effective date of any such policy, evidence that the Insurance referred to In this Section 1% In Force and affect and that the preml cams therefor have been paid. Such - Insurance shall (1) name all other Parties as additional insureds thereunder, (11) provide that the same may not be cancelled, reduced or materially amended without at least thirty (30) days prior written notice being given by the Insurer to all other Parties, and (111) contain severability of Interest I 1� pndorseme05. Such insurance shall be primary covers,, with respect to the rises Insured. and Shall expreecly insure the Indemnity of any Party contained to Action A of this Article. -62- NJ Deaoription: Laare,OR Docramrnt — Yea=.IbalD f-1993] 1990.11883 Papa: 68 of 155- -- _-- - -- - —' Order: rrgmq Coamient: 604LGL 9011883 D. PARTIES' LIABILITY INSURANCE - STORE. Each Party shall. severally, at I' all times during the term of this REA maintain In full force and affect under a comprehensive occurrence public liability insurance policy covering Its Ss. tract, excluding the Common Are., with a financially responsible insurance !; company or companies, 'including coverage for any accident resulting In bodily Injury to or death of any person and consequential doma9u arising therefrom, l and comprehensive property damage Insurance. In an amount lot less than w" $5. 000.000 per occurrence, and contractual liability insurance In an amount not less than SS,O00, 000.00 to Insure the indemnities set forth in Section B '1 of this Article. Such Insurance shall provide that the saw may not be cancelled, reduced or materially amended without at least thirty (30) days i prior written notice being given by the Insurer t0 all other Parties. E. BLANKET INSURANCE AND SELF-INSURANCE. The Insurance described in Sections C and 0 of this Article maY be carried under a Policy or policies aS covering other liabilities and locations of a Party; provided. homever, that ?I� such policy or policies apply to the properties required to be Insured by Sections C and 0 Of this Article in an amount not less than the amount of Insurance repot red to be carried by such Party with respect thereto, The Insurance ref err ad to In Section D of this Article may be carried under any iC plan of self-insurance from time t0 tlw maintained by any Major, on condition that the Major so seif-insuring has and wintains a net worth of $100,000,000 (in 1909 Dollars), Or more, and net current assets of 550,000,000 ❑n 1909 iYJl lafS j, or MJrtl, and that any major SO self -1 n5Vrtn9, Shall furnish or e9rp than once each calendar year to any other Party requesting the same, evidence of the adequacy of sold net North and net current assets. The annual report Of any such Major that is audited by an Independent certified public accountant Shell be sufficient evidence of its net vorth and net current assets. Each Major, who hal not elected to Self Insure as permitted In this Section. $ball severally furnish to each other Party evidence that the insurance referred to In Sections C and U of this Article is in full force and effect and that the premiums therefor have been paid. Any Neje, electing to self -insure pursuant to the provl lions of this Sect Ion or thereafter electing to terminate such Lself-insurance program shall 911e at I ... t thirty (30) days' prier written notice thereof to each of the other parties. L -63- Description: Larne, OR Docummnt - Y ar. IbclD [-1993] 1990.11883 Pager: 69 of 155 - Order: en,mrg Cohnownt: 7 x 6O4LGL 9011853 ARTICLE XII CASUALTY INc URS?efE A. DEVELOPER IMPROVEMENTS. Effective upon the commencement of construc- tion of Developer Improvements and thereafter during the term of this REA, a' Developer, as respects the Developer Improvements. Including the Enclosed Rall, will carry or cause to be carried. insurance in an amount at least equal to ninety percent (9O1) of the gull replacement cost (exclusive Of the cast Of ai excavation, foundations and footings) of the buildings and Improvements insuring against risks Included within the standard fore "Ali risk" casualty ' Insurance, together with endorsements against earthquake and specifically Including, but not limited to, the following Dari h: those Included within ? fire and extended coverage, loss or damage by fire, windstorm, flood, cyclone, �f tornado, hat]. explosion, riot, riot attending a strike, civil commotion, ii '? malicious mischief, vandallsm, aircraft, vehicle, snake damage and sprinkler 1 leakage. The earthquake endorsement (which my contain a ten percent (101) deductible) shall only be required If generally avallablo and If customarily Al carried In other regional shopping centers In the State of Oregon. Such insurance shall be carried with financially responsible insurance com ins. Developer shall furnish to all other Parties prior to the effective date of any such policy, evidence that the insurance required by this Section is In forte and effect and that the premiums therefor have been Paid. Developer agrees that such policies shall contain a provision that the same may not expire or be cancelled, reduced or materially amended without at least thirty (30) days' prior written notice being given by the Insurer to the other Parties. D. STORES DE ILAJOR. Each major, as respects its Store, severally covenants with each other Party that each will carry imgrance, during the period such respective Store is required to Operate pursuant to Section A of Article x%1, for the risks customarily Included as covered risks under standard Insurance industry practical within the classification Of fire and extended cave rage. equal to ninety percent (901) of the full replacement cost L (exclusive OF the cost of acavation, foundetlons and footings of Such Store). Such Insurance shall be carried with financially responsible fire Insurance companies. Such policies shall contain a provision that the seem L -64- Dvwc,= ption: Lane,OP Xh,w uament - Yedr.Zho IZ) f-1993] 1990.11883 Page: 70 of 155 Order: rrgerg Coamient: _J Deeor±,tion: Lane, OR Document - Year. Doc1D f-1993] 1990.11883 Page: 71 of 155 0> =: haq Comeent: 604LGL auisea3 t ' l-- s' may not expire or be canpelled Without at least thirty (30) days written notice being given by the insurer to the other Parties. C. BLANKET INSURANCE AND SELF-INSURANCE. Any Insurance required to be carried pursuant to this Article may be carried under a poltcy or policies covering other iiablllties and locations of a Party; provided, however, that t such policy or poltcies apply to the properties required to be Insured by Sections A and 8 of this Article In en emunt not less than the amount of 131i Insurance required to be carried by such Party with respect thereto, pursuant to Sections A and B of this Article. The insurance requirements described in l� Section B of this Article may be satisfied ey any plan of self -Insurance from yJf "74 time to time maintained by any Major, on condition that the Major so self - b Insuring has and maintains a not worth of 5100,000,000 [In 1989 Dollars), or more, and net currant assets of {Sp,00o.0o0 [In 1989 Dollars), or more, and bi dy that any Major so self-insuring, shall furnish to any other Party hereto `t requesting the Same, evidence of the adequacy of said net worth and net U current assets. The annual report of any such Major that 15 audited by an independent certified public accountant shall be sufficient evidence of Its I net worth and not current assets. If any Major elects to self -Insure pursuant, ` to the provisions of this Section or thereafter elects to terminate such til self-insurance program, it shall give at least thirty (30) days prior written + ` notice thereof to each of the other Parties. D. RELEASE AND NAIVER or SUBRDGATIDN. Each Party for Itself releases e. f each of the other Parties frau and to the extent legally possible for it to do to on behalf of its Insurer, hereby waives any liability for any loss or damage i to Its property located upon the Shopping Center Site, Which loss or damage 15 of the typo generally covered by the Insurance required to be maintained by 1l .h ender this Article all and In effect at the time of such loss or done", irrespective of any negligence on the pert of the other Parties which may have to or caused such loss. If the Waiver of subrogation is not contributed effective, each Party covenants that it will obtain for the benefit of each other Party an express waiver of any right of subrogation which the Insurer of such Party may acquire against any Other party or parties by virtue of the Lpayment of any such loss covered by such Insorance. L -65- Deeor±,tion: Lane, OR Document - Year. Doc1D f-1993] 1990.11883 Page: 71 of 155 0> =: haq Comeent: _66—Laura 604LGL 9011883 , In the event any Party is by lav, statute or governmental regulation unable to obtain a waiver of the right of subrogatlon for the benefit of each other Party, then, during any period of time when such waiver is unobtainable, said Party Shall be classic! Not to have released any subrogated claim of Its 4. insurance carrier against the other Parties. and, during the same period of I ' time, each other Party shall be cleared not to have released the other Party r who has been unable to obtain Such waiver from any claims they or their 5Y rssi Insurance carriers may assert which otherwise would have been released A hi pursuant to this Section. In the event that any Party is unable to obtain t, such waiver of the right of subrogeti on for the benefit of any Other Party or Parties, such Party shall, wlthln thirty (30) days of receiving notice of such ;U a"'1ax (;r Inability. give each other Party written notice of sato Inab111 tY• E. INTENTIONALLY WITTED. f. INSURANCE TRUSTEE, Developer and the Majors covenant that with i{ respect to all fire and extended coverage Insurance carried by then that each policy shall expressly provide that in case of any loss which exceeds $250,000, the amount of any claim shall be paid to such bank or trust company qualified �? rt` under the laws of the State of Oregon as Developer or Such Major Shall ry designate for the custody and disposition as herein provided. If Orval oiler's - Mortgagee Is the holder of such insurance funds pursuant to the terms of any 1 �� Mortgage, such funds shall be deposited in an Oregon bank. ,J ` to every case of loss or damage to the Developer Improvements or a Major's , P Ston. all proceeds of such insurance (excluding the proceeds of any rental I value, or use and occupancy insurance of Developer) shall be used with all 1.T reasonable diligence by Developer and such Major for rebuilding, repairing or tlp ki otherwise reconstructing the same, to the extent required to be reconstructed p.; pursuant to the provisions of Article XIII, all according to the original plan f, and elevation thereof, or such modified plan conforming to the then levy and a regulations as shall first have been approved in writing by the Parties. It 4L, Is ¢eor¢ssly understood and agreed that a Mortgagee nay be a trustee for the purposes of the utilization of such proceeds or funds In the manner provlded in this Article and shall not be required to be a bank or trust company L PuIfPled under the laws of the State of Oregon. L , OR Docrrment — Year. rloo17D f-1993] 1990.11883 Paine: 72 of Order: anq Conmient: F ARTICLE x111 f9yfJfAMii_AS.ID R�AIR MAtNMIANCL A ik jR ishan tMaall it"5 d i A. MAINTENANCE. Each Major shall at all times aur log the term of this BEA, from and after the opening for business of Its respective Stara and Developer shall at all times during the term of this REA. frac and after the Lopening for business of its Developer Improvements. keep and maintain. pr cause to be kept and maintained In good order, condition and repaiq all L -6g- J Deacription: Lane, OR Document - Yoar. Cool) f-1993] 1990.11883 Pager: 73 of 155 Order: wnq Coam,ent: 604LGL 9011963..' Payment of the proceeds Shall be mde by the trustee of the funds to Developer, or such Major, as the case may be, or their contractor or i.. contractors, in the discretion of the trustee, as }allows: c 1, At the end of each month, or from those to item, as may be agreed i upon by Developer br such Majpq as approprlate, against such Party's t y' arch b<t'a certlfl ate that the work billed for has been performed, an n amount which shall be that proportion of the total amount held In trust I� ^{ which ninety percent (9OU of the Payments to ba made to the contractors ) T=' or materialmen for work done, material supplied and services rendered during each month or other part old bears to the total contract price. 2. At the Completion o1 the rock. MI balance of sato proceeds t required to complete the payment of such more shall be paid to Developer t or such Major, or their contractor or contractors as the trustee deems f approprlate, provided that at the slaw of such payment (a) there are no ' liens against the property by reason of such work, and with respect to the 4- if. of payment of Any balance remaining to be pe to at the completion of the work, the period within which a )till may be filed has expired, and If requested by a Party, proal hes been submitted that all cotta of work f'. and (b) such Party's architect Shall` thvetuiore incurred have been paid, Y` ar certify that all required work It committed and Proper and of a quality and class of the orlglnai work required by this REA and in accordance with the approved plans And specifications. ppm; In the event Developer Or such Major 11 not required to rebuild, and elects not to, under Article x111, Developer and such Major shall first use such funds to rete and clear and thereafter All of said funds shalt be paid by tl,e trustee to Developer or such Major, as the cNe may be, mr to the Mort - it i „ gages of such tract, as their Interests may appear. ARTICLE x111 f9yfJfAMii_AS.ID R�AIR MAtNMIANCL A ik jR ishan tMaall it"5 d i A. MAINTENANCE. Each Major shall at all times aur log the term of this BEA, from and after the opening for business of Its respective Stara and Developer shall at all times during the term of this REA. frac and after the Lopening for business of its Developer Improvements. keep and maintain. pr cause to be kept and maintained In good order, condition and repaiq all L -6g- J Deacription: Lane, OR Document - Yoar. Cool) f-1993] 1990.11883 Pager: 73 of 155 Order: wnq Coam,ent: F 5OALGL 9011883 tompletetl portions of its respective Stora, and as to Developer, the Developer '4 Improvements. ` 0. RESTORATION OF COMMON AREA. In the event of any casualty (which shall Include acts of God, fire, earthquake, flood, explosion or similar occurrences) which results In damage or destruction to the Conmpn Area an any Tract /ex clod- ri Ing the Enclosed Mall), whether Insured or unlnsured, each Party shall, at Its t� 11i11i �,g respective sole cost and expense, restore. repair or rebuild such CM n Area on Its Tract with all due diligence. Such restoration and repair shell be ai performed In accordance with the applicable requirements of Section E of this h �FJi . Article %III. C. RESTORATION OF DEVELOPER IMPROVEMENTS. Developer covenants to and 4 with the Na3ors, each severally, that in the event of any damage or dbtruc- � tion to all or any portion o1 the Developer W71 Storrs, to* Sears Stora, or -� the Enclosed Malt, Developer shall:"' N 1. to the event such damage Of destruction scars during the period a .y tti 1n which Operation by any Major it rout red pursuant to Article %%l, at Its own expense, and with all due diligence, restore, repair or rebuild or cause to be restored, repaired Or rebuilt, the Developer Nell Stores, the Sears Stora, and to the extent or the Minimum Floor Area sat forth In ;3, Section A of Article VIII and restore, repo in or rebuild the Enclosed Nali § ^� 1' In Its entirety. The provisions of this Paragraph still apply regardless of the cause of such damage or destruction, and regardless $ q �i Of whether such damage or destruction was insured against or uninsured. t i. In the event such damage or destruction gears after the period referred to in Paragraph 1 above. at Its own expense, and with all due -. a r` diligence, restore, noels or re0u110 or cause to be restored, repaired or rebuilt said Developer Mall Stores end the Enclosed Mail to the extent j required under Paragraph 1, unless: Nj (a) Such damage or destruction was Caused by a Peril other than js those required to be Insured against under tae provisions of Section A of Article XII, and which in fact Is not Insured against, and the cost of such restoration. repair or rabullding exceeds the greater of: (1) L One Million Dollars (51,000,000) tin 1989 Gollarsl, or (11) an amount which Is flue portent (SL) 0/ the total actual replaume It cost of the l''ll lrlfj Developer Mall Stores and the Enclosed Mali; or Description: Laowl Document - Year.dbclD [-1993] 1990.11883 Page: ]d of 155 Ozder: '+Tg 7ommmnt: Deaaz ption: Lane, OR Document - Year. Iloc11) f-1993] 1990.11883 Page: 75 of 155 Order: rrgsg Comment: 604LOL 90118" (b) Such damage or destruction was caused by a pert) required to be Insured against under the provisions of Section A of Article %It, - or such damage or destruction vas caused by a peril not required to be Insured against under the provisions of Section A of Article %11 but was 1n fact insured against, and the cost of such restoration, repair or rebuilding exceeds the greater Of (1) One Million Dollars rw? (q 1,000,000) [In 1989 Dollars] or (it) an amount which Is PIVe percent x i (S%) of the total actual replacement cost of the Developer Mall Stores and the Enclosed "It, and Developer does not receive the covenants $� E hereinafter provided. promptly following such damage or destruction, Developer shall request In writing of the Majors that they agree to .e r, Operate in accordance with Article XXI for a period of ten 110) years commencing on the earlier OP (U the data of completion of such restoration, repair or rebuilding of the Developer Mall Stores and the Enclosed Mall, or (1D eighteen (10) months after the data of such damage or destruction. The provisions of this subparagraph relieving t6_ T Developer of Its obligation to restore, repair or rebuild the q ' Developer Mall Stores and the Enclosed Mali shall not apply 11, within sixty (60) days after such request is made, two of the Majors. Jointly t or Severally, covenant with Developer (1n recordable Toro 14 , fl requested) so to Operate for such ten (10) year period, 1n xhIch event yi Developer shall restore, repair or rebuild the Develo f, Mall Stores and the Enclosed Mali to the extent required under paragraph 1 0o1e.14, If only one Major covenants with Oevel Oper to Operate In aaordance it with Article Myl for such ten (10) year period. 0eve loser's obligatlon y; to restore, repair or rebuild the Enclosed Mall and Developer Mall Stores shall be limited to the floor Area In the Developer Mall Stores 6 and porYlons o1 the Enclosed Nail which are )orated "1 mmQdl ately � adjacent" to the Stare of the Major which has covenanted to Opera Ye for said ten t10) year period. The term "immediately adjacent", as used above, snail mean the Developer Nall Stores and the Enclosed Mall, located (i) as to the Target Store. within three hundred feet L(300') from the entrance of said Store in the Enclosed Mall. L _69- Deaaz ption: Lane, OR Document - Year. Iloc11) f-1993] 1990.11883 Page: 75 of 155 Order: rrgsg Comment: L ., OR Document - Year. Tlp, lD f-1993] 1990.11883 Pages: 76 of 155 - Order: rrgwq Coamient: 604LGL 9(111883 ' �! ',`... Any covenant by a Major to Operate entered Into with Developer as contemplated by this Article X111-C shall be (I) deemed Operation as equl red by Article at, and (I1) subject to release as provided In Article %XI-B upon the occurrence of any event specified therein. �:.. O. RESTORATION OF STORES OF MAJOR$. Each Major, as respects Its Store, severally covenants with each of the other Parties, in the event of any damage t j}}} ,T Its E or destruction to all or any portion of Its respective Storo, that It, at h' z own expense and with all due diligence, will cause the Stora for which 1t has t a res toratfon obligation to be repaired, restored or rebuilt to at least Its � 4'• Minimum floor Area set forth to Section A of Article Vlll during the period Store is required to operate, or cause to be Operated, as provided 10 Sj such y Section A of Article %%I. Subject to the foregoing, each Major may make repairs, elteratlons Or improvements to the Common Area on their tracts and their respective improvements or Stores (and to the exterior signs thOrew, subject to the provisions of Exhibit D). Any Major razing Its Store pursuant 9 to Section G of this Article shall cause the Enclosed Nall to be secured where i Its Store has been removed so that the same shall retain enclosed and not permit the escaping of air. Any portion or all of the ground floor 14,01 of , the $YOrB Of any Major so rated Shall be improved as CommentArea 1n the Same manner as provided In Section G of this Article. Any Major shall be excused from the performance of Its obligations set +i forth in this Section for and during any period of time (1) in whlrh the covenants of Developer as set forth in Sections 0 or C of this Artl Cle shall i Y not have been perfOrmld, or (I1) when such Major shall be released from the performance of its obligations under Section A of Article XXI pursuant to the prow ttl ons of Section A of Article %%I. P( 1y E. STANDARDS OF CONSTRUCTION. All restoration, repair, rebuilding, malntenantt, alterations, additions Or Improvements (hereinafter C011eCtIvely f4 called "work') performed by any Party pursuant to any of the provisions of this RCA shall be performed In strict compliance with such of the following reoutrements as ere applicable thereto, to wit: 1. No such work shall be contrasted unless the Party desiring to L perform Ne same bas in each Instance compiled with the appropriate provisions of Article IV with respect to plan approval. L -70- 1 L ., OR Document - Year. Tlp, lD f-1993] 1990.11883 Pages: 76 of 155 - Order: rrgwq Coamient: F 604LGL yulisa3 �,.. 4' 2. If the work Is to a structure which 1s ad]acent to the Enclosed Mall, than during the parformancl of the work, the Enclosed Nall shall be I secured and temporarily enclosed so as not to permit the escaping of air. and upon cgmpletlon shall be physically integrated with the Enclosed Nall hpursuant to the applicable requirement of this REA. g. All work shall be performed In a good and workmanlike manner and{;. shall strictly conform to and comply with: , .Is (a) The plans and specifications therefor approved as aforeaald; ? e (b) All applicable requirementS of laws, codes, regulations and rules: and (c) To the extent applicable, the requirements of Articles 111, it Iv. V. Vi, VII, Vill and Ix. + J 4. All such work shall be completed with due diligence, and at the i. r« sole cost and expense (ostept as herein provided to the contrary) of the e tl Party performing the Same. wj F. LICENSES FOR RECONSTRUCTION; USE OF COMMON AREA FOR CONSTRUCTION. Each party is hereby granted n hmpordYy 11011se t0 use Portions Of the Eoengn Area for the purposes of: ; �. I. performing maintenance upon, and making repair' to, and/or making e a '! construction alteratlonS. additions and Improvements, or rarinq and 5, k replacing the whole or any part of the Developer Improvements and the Stores, respectively, pursuant to and as permitted by this REA (the t Factivities +efuretl to In this Paragraph being hereinafter collectively a' referred to as *construction"). and 2. Obtaining access, ingress and egress to and frau the Oevel ober ^� �j a- Improvements, or Its Store, as Me case may be, to carry on such �� ry .1� is me intenenO, repel, and construction. �a PK' With respect to all purposes for which a temporary licence Is needed, $` within a reasonable itrte prior to the commencement of any such construction p` (but in no event less than thirty [30] days), the Party desiring to undertake the same shall "Wit to the Party as to the Tract In question for its approval (which approval shall not be unreasonably withheld) a plot plan of the Center Lon which such Party shall delineate the use Intended and those portions of the Cermon Area with respect to which such Party reasonably requires a temporary -71- J Description: Lease, OR Document - Year. Doc1D f-1993] 1990.11883 Paget: 77 of 15S Ozd : ang Coamient: [heaoription: Larne, OR Docuaunt - Year. Ilpc1D f-1993] 1990.11883 Page: 78 of 1 5 _ Ozd : m Coamient: 604LGL 90119&3 license In connection with Such construction, and such access, ingress and f, Is `c egress, and the nature, extent and length of time for which access Is required. it The Party upon whoa tract the saw Is to be performed shall, within fifteen (15) days thereafter, notify such requesting Party whether It approves or disapproves of the use. At all times during any Party's use of the portion of f.r r1 the Common Areas, as aforesaid, such Party shall comply with the applicable ,3 {{ requirements of Article Is. and upon cessation of Such use shall PrdmPtly restore the portions of the Carron Area so used to the condition In which the tati same were prior to the time of commencement of such use, Including the clearing y of such area of all loose dirt, debris, equipment and construction materials. 1 Such Party shall also restore to the same condition as existed Immediately prior to such work, at its m1e cost and expense, any portions of the Center f which may have been damaged by such construction work promptly upon the occur- ,j ren[e of such damage, en0 shall at all times during the period of any such y' Z ivF .S construction keep all portions of the Center, except the portions of the r. Developer Improvements and the Stores, as the case may be, on which the work ` I Y t' Is being performed and except the portions of the Common Area being utilized S by such Party pursuant to this Article XIII-F free from and unobstructed by any barriers. loose dirt, debris, equipment or construction materials related js to such construction. �. G. CLEARING OF PREMISES, Nhanevn a piny If not obligated to restore, repair or *build any building or other improvement that has been damaged or ppI destroyed and clef is not to do so, then, and In such event. sv[h Party as to _ Its building and/or Improvement, at its sole cost and expense and xlth all reasonable diligence through col shall raze such building and/or r' improvement or Such Dart thereof as has been so damaged or destroyed, clear I, the premises of all debris, and all areas hot restored to that, original us, shall be leveled, cleared and Improved as Carron Area, 01 like standard and 9, i, design as the Canape Area of the balance of the SM1opping Center. Thereafter, said area hall becomea portion of the Common Area and bemaintained as such, I. . until such time as said Party may elect to rebuild thereon. N. CUMION BUILDING COMPONERTS. The following provisions shall apply to I Lthe construction, design, installation, maintenance, repair, alteration or restoration of Common Building Components: L -T2- [heaoription: Larne, OR Docuaunt - Year. Ilpc1D f-1993] 1990.11883 Page: 78 of 1 5 _ Ozd : m Coamient: De cription: Larne, OR Docrasnt -Year. DoOME) f-19931 1990.11883 Page: 79 of 155 Order: rrgwq Corm,ent: 604LGL 9uiiee3 '` { 1. Such Party whose Improvement In the Center Mich contains a Common Building Component shall, for so long as another Party owns an Improvement `? Alch is beneflted by the subject Couple Bulldlnq Component, ma lntaln. C d repair and restore such Common Building Cargonant located on its Tract at L Its own lost and expense so that, subject to Paragraph 2 below, It shall, continue to have SM1a capacity to be t0 used In common with such benefited (u ' Improvement In question. l 2. Each Party rhose beneflLo Improvement utilizes any Common Bulld- �? 4 Ing Component shall not place upon the subject Comeon Building Component any burden which is In excess of the capacity of the subject Common Building Component, or Which will prevent Me use of the Improvement k, " containing the subject Commn Building Component for its Intended purpose. r t 3. Any Party Mose improvement Contains a Common Building Conpmmnt a or a benefited Improvement, a5 OM [ase may be, my dg any work of repUr. N alteration, restoration or otherwise with respet to such Improvement, .` notwithstanding that during the course of performing such Work a condition otherwise prohibited by the provislous of this Section MY Mit. If: . p(' (a) During the course of performance of such work the Party by Mips Ur on whole b6,61i auch WOO, 13 hello d@1 [hall, at Ili Own cost "! and expense, Dravida such temporary Pacll ltl ei as may be necessary: 1 (1) To perform the functlon performed by the Common "r.. Building Component In question, if such Work It performed with � respect to the Improvement conte lnln9 the Common Building d i $i Component In question, or zFl qVs " (fU To Increase the capacity Of. or tupptement. the ' Coupon Building Component In questl on to the extent necessary so that the benefited taprovement shall not, during the course of [ t. performance of such Work, either place on such Comers Building Component a burden in excess of the capacity thereof for such purpose or otherwise prevent the use of the Improvement containing {, the Comron Building Component In question for its Intended purposes, IP such work Is performed with respect to the benefited Limprovement In question; and L _T3_ J De cription: Larne, OR Docrasnt -Year. DoOME) f-19931 1990.11883 Page: 79 of 155 Order: rrgwq Corm,ent: Description: Lane, OR Document - Year. )oo1D f-1993] 1990.11883 Page: 80 of 155 Order: rrgwq Coamment: 60ALGL 9011889 �> (b) At the cos lus lon, oP such cork there Is compliance we to the '. provisions of whichever of Paragraphs i or 2 above Is applicable. a. Xotwl the tend Iraq the provisions Of Paragraphs 1 or 2 above. the Party which owns the /yrowant on which the work In quastl an was dons ; shall not be liable to the Party MicA owm tM improvement a/fatted by such work for any Inconvenience, annoyance, disturbance or loss of bull- ; nese to such other Party (or his Occupant) arising out of and during the :F ha, performance of such work (except that the Party performing such work,or q Z its agents. If negligent, shall be liable). The Party performing such it work shall Sake all reasonable efforts to keep any sock inconvenience, 1, annoyance, disturbance or loss of business to the minINNR reasonably 1 ' required by the work In question. �y 6 5. Anything In this Section to the contrary notwithstanding, It 1s expressly understood and agreed that the obligations of Developer for ' maintenance, repair, alteratlon and reconstruction of the Enclosed Mall ' �i shall at all tins ream Its obligation, even though the Sam nay be a "s 1{i Common Building Component. I. LIABILITY OF MORTGAGEE. Provided that the Mortgages shall allow( mei$, Insurance proceeds to be utilized for reconstruction as required in Sections C q and D of this Article, any other provision in this Article to the contrary I notwithstanding, It Is expressly understood and agreed that the provisions of Section C and D of this Article shall be applicable to any Mortgagee Of any i x Tract only in the full "Ing instances: s -; i 1. Where any such Mortgagee acquires title by reason of foreclosure, t x. or deed In Ileo of foreclosure, or by termination of a leaseback In a sale vi �i and leaseback transaction, such Mortgagee or roe purchaser at a foreclosure a be obligated for such reconstruction or repair of tlamge N sale shall only which occurs subsequent to such foreclosure Ale or conveyance, or terml- 3 i natl on of leaseback; provided, however, that where deage or destruction caused by a peril Included within the risks enumerated In Sections A and B S of Article NII and which 15 required to be insured against under this REA occurs prior to such foreclosure sale or terminatIm of leaseback, any L Mortgagee who acquires title by reason of foreclosure or termination of leaseback, or the purchaser at the foreclosure sale, shall be obligated L -Te- J Description: Lane, OR Document - Year. )oo1D f-1993] 1990.11883 Page: 80 of 155 Order: rrgwq Coamment: B ARTICLE AIV rNCDLPATIDX 4 If at any time after the Improvements to be constructed In the Phase I Development on the Developer Tract by Developer pursuant to the Articles IV YC` and V hereof have been substantially completed and the Developer Mall Stares, I3 Sears Store, and Enclosed Mail are open and operating (and with respect to 'kl obligations relating to such construction, for an additional period of one (1) year following such completion and opening for bDaine Se), Developer shall fail L to perform any covenant, term or condition of this REA upon Developer's part to be performed and as a consequence of such default a Major shall recover a money judgment against Developer, such judgment shall be satisfied only out of Description: L.IOR Docseent - Year. Ibc1D f-1993] 1990.11883 page: 81 of 155 -- Order: anis+, Comment: 604LOL 9011883 for such reconstruction to the extent of the insurance proceeds which it +" receives under such Insurance. sl m' 2. If a Mortgagee which has acquired title In the manner set forth In I!5 Paragraph 1 above or the purchaser at a foreclosure sale Is not required pursuant to the foregoing subparagraph to restore, repair or rebuild any 1'u building that has been damaged or destroyed and elects not to do so pursuant to the provisions of Paragraph I above then such Mortgagee or purchaser shall raze such building or such part thereof that has been $o damaged or destroyed, clear the premises of all debris, and Improve sold erect at Its expense as cowman Area, of Ilk. standard and design as the Carron Area of the balance of the Shopping Center. Thereafter said area shall become a portion of the Common Area until such time as said Person may elect to rebuild thereon. Should such Mortgagee or purchaser desire to raze only a portion of any such building the remalning building most contain not loss than the Minimum Floor Area for such building pursuant to Article VIII. Nothing In this Section shall be construed to relieve the Party whose interest has been so acquired of Its obligations under Sections C and D of this Article. Nothing contained In this Section shall Ilmlt the rights of the Mzjors under Section C of Article XIII or Section B of Article MAI or Developer under Section D of Article %III if there Is such limited performance of the provl- �, sions of Sections C or D of this Article by such Mortgagee or purchaser at a G foreclosure sale. B ARTICLE AIV rNCDLPATIDX 4 If at any time after the Improvements to be constructed In the Phase I Development on the Developer Tract by Developer pursuant to the Articles IV YC` and V hereof have been substantially completed and the Developer Mall Stares, I3 Sears Store, and Enclosed Mail are open and operating (and with respect to 'kl obligations relating to such construction, for an additional period of one (1) year following such completion and opening for bDaine Se), Developer shall fail L to perform any covenant, term or condition of this REA upon Developer's part to be performed and as a consequence of such default a Major shall recover a money judgment against Developer, such judgment shall be satisfied only out of Description: L.IOR Docseent - Year. Ibc1D f-1993] 1990.11883 page: 81 of 155 -- Order: anis+, Comment: L ., OR Dooraient - Year. 1)Oc D f-1993] 1990.11883 Pagan: 82 of 155 -- - - Order: rrgmg Comment: 604LGL 9011883 I (1) the proceeds of sale received each execution of such ,judgment and levy L thereon against the right, title and Interest of Developer in the Developer s Tract, (it) the rents or other Indene Pram such property receivable by t' I Developer, (ll) amounts due and payable by such Major to Developer, (Iv) the consideration received by Developer from the sale or other disposition re ,X1l (including a condemnation) of all or any part of Developer's right, title and interest in the Developer Tract and developer IMPrOvexwnts (which consideration shall be concert to include any assets at any time held by � i Developer having a value Irot *retailing that of the proceeds o/ such sale or other disposition), and (v) the Insurance proceeds received by Developer or ' Devalopv is insurance trustee respecting any casualty affecting Developer's . Improvements to the extent such pr000ds exceed the cost of any restoration a°w recurred pursuant to ArklNs XIII-C. end Developer shell not otherwise be personally liable for any WIClency. Any Ileo &rising as a result of any ac p such judgment shell only conal to to a Ilan as of the date Of the filing o/ 4 such judgment to accordance with law. the Drovl sl0nt Of this Article shalt w� not be demand to deny to a Major, or limit their right to obtain Injunctive 0 relief or specific performance of Developer's covenants under this REA Or to % i avail themselves of any other right ur remedy (Trot involving a personal liability of Dweloper In excess of the linins of personal liability fixed by ,+Y of this Article) which may be accorded a Major by law or under the terms of tots ,I �e REA by reason of Developer's failure to perform its obligations hereunder. The provltlont of this Article Shall not apply from the date that construction I d' of all or any portion of the Phase 11 Dev@IOPme nt undertaken by Developer ti commences to the data that all or any Portion of Phase 11 Development undertaken by Developer Is substantially complete. 1- n, ARTICLE %V C; EXCISE FOR XDM-PERWRIM1111 Each Party shall be excused from performing any obligation or undertaking f provided In this REA, except any obligation to pay any suns of money under the f applicable provlslons hereof (unless such payment If conditioned upon Der Por- lnq exced by this Article), In the event Pana of an obligation or undertakus I L and so long as the performance of any such obligation Is prevented or delayed. IIIuIII retarded or hindered by act of God, fire, earthquake, floods, ex Plosion, L -76- L ., OR Dooraient - Year. 1)Oc D f-1993] 1990.11883 Pagan: 82 of 155 -- - - Order: rrgmg Comment: r r � 606LGL Description: Lorre, OR Document - Year. yAac112 f-1993] 1990.11883 pagm: 83 of 155 Order: rrgsrq Couss ent: J 9011893 actions of the elements, war, Invasion. Insurrection, riot, mob violence, ry' sabotage, Inability to procure or general shortage of Ichor, equipment. facilities, materials or supplies in the ordinary course on the Well market - failure of normal transportation, strikes, lockouts, action Of labor un Ions, +i condemnation, requlsltion, law%, "data Of governmental or [Ivll or military or nava] authorities, the inability t0 Obtain governamntal approval, Or permits despite the exercise of due diligence and best efforts by a Party or any other cause, whether similar Or dissimilar to the foregoing, not within the reasonable control of such Party, other than the lack of Or inability to obtain funds. ARTICLE NV1 CORDE6181101 A. DETERMINATION OF AMM. Any award for damages (the "Award-). whethwr the $amw shall be Obtained by agreement prior to or during the time of any court action, in, by Judgment, verdict or order, or by agreement afbr any such court action. raiulting from a taking by ever Use Of right Of eminent domain ' ,4 (as used heroin, such term shall Include condemnation, Inverse condemnation or AY any taking by any governmental authority or agency) of the Shopping Center $iA "i; Site or any portion thereof, or resulting from a requisitioning thereby by military or other public authority for any purpose arising Out of a temporary ' emergency Or other temporary Urcumstence,, shall be di ctrl butes ancon-) the may: Parties to this REA in accordance with the terms and conditions of this Article, notwithstanding any provision of any Judgement, verdict or order to the contrary. r� # B. DISTRIBUTION OF PROCEEDS Or ANARD. If a Party exercises Its right to J terminate this REA as to its Tract as provided in Sections D end E of this Article. such Party shall (except as may be otherwise Specifically agreed to under any applicable Separate Agreement) be entitled to the entire Award relating to its Interest In and to Its Tract, other than any portion of the A+iard payable to the other Parties on account of severance damages as specified In subparagraph Mill) below. LIf a Party aloes not have time right to terminate the REA as to Its Tract or does not elect to exercise such right, the following provisions shall be applicable. The Award shall be paid promptly by the Persons receiving the L -TT Description: Lorre, OR Document - Year. yAac112 f-1993] 1990.11883 pagm: 83 of 155 Order: rrgsrq Couss ent: J F- L r - 606LGL 9011883 same In trust to a bank or trust company approved by the Parties, having an office In Lane County, Oregon, as trustee, to be distributed (along with any Interest thereon) among the Parties In accordance with the provisions of this 4,, Article The Award shall be distributed by the trustee among Me Partial as follows: k (a) if all or any portion of any Tract 0all be condeamed. the total G; Award attributable to the interest in and to the Tract so taken, exclusive of any portion of the Award or other compensation paid for any Common Arta g, (or deemed to be paid for any common Area pursuant to Paragraph W below), shall be paid to the Party owning the Tract to taken, eacept as may otherwise be specifically agreed to by Separate Agreement. (b) if all or any portion of the Common Area shall be condemned, the portion of tae Award paid for such CamMn Aroma (or deemed to be paid for s5 such Colmn Area Pursuant to Paragraph (n below) shall, unless Shit REA is terminated pursuant to the provisions of this Article, be distributed by the trustee in the following order of priority. (I) To the Party or parties as to the Tract containing the ". Common Area so taken for the repair and restoration of the Common vo Area under Section G of this Article (after all Parties shall have approved complete pians and spectli<atlons for any substituted [aeon Area In accordance with the applicable requirements Of this REA including Ba coon D It tMf Artl cle as to Automobile Parking Arla, and the contract or contracts for the construction of such substituted Common Area), in progress payments during the progress of the restoration of Comms Ara&, As follows: (1) at the and of each month, or from time to time as may be agreed upon by such Parnas. against each such Party's architect's certificates, prograsf Payments In an amount vh ich shall be that proportion held to trust which ninety percent (90S) of the Payments mmde or to be made to contractors or matirlaimen for work One, material supplied and services rendered during each month or other part o0 bears to the Ltotal contract price for the repair and restoration of the Common Area; and (2) at the completion of such work, the balance or the Award, if any. required to be paid to such Party under this Article; -18- D waz ptmon: Lanae, OR Docrrment - Yawwr. la, lD f-19931 1990.11883 Paget: 84 of 155 Order: rrgmq Covenant: I ., OR Document - Year. Ilocl) f-1993] 1990.11883 Page: 85 of 155 - - _- Order: rrgmq Conmoent: r 606LOL 9011883 [— provided that at the time of each such payment (A) there are no liens 1 against the Tract of any Party by reason of such work and that, with respect to the thea of payment of any balance remaining to be paid at F the completion of such work the period within which a Ilan My be 1 filed has expired or that the other Parties are satisfied by proof submitted by such Party that all costs of such work theretofore i h Incurred have been paid; to) such Party's architect shall certify y that all work Is proper and of a quality and class equal to the original work required by this REA and has been performed In accordance with plans and specifications approved therefor Under this �a REA, and (C) such Party shall furnish to the trustee evidence it satisfactory t0 said true he Mat all previous advances nave been [ applied to defray the actual cost of such work up to the amount of ." y such cost, or that such cost has actually been paid by such Party In g the amount of all such previous advances, In no went shall the trustee be liable for any amount In excess of the net proceeds of the �yr Fi gAward.; (it) Should (1) the cost of such work under subparagraph (1) Ya be lass than the Award so hold In trust, or (2) no substituted Common Area be provided, the Acord for CMgn Ana con the balance of sa10 T X Awartl) shall be apportioned among the Parties in accordance with `. their respective property Interests in the CoMn Area me, the Tract {7f r or Tracts so taken, except as may Otherwise be specift Gaily agreed to �0 by Separate Agreement, It being the intent that severance damages CU arising from the taking of the reciprocal easements and other rights Heated by this REP shall be the sole compensable Interest arlsl ng �d from the Integration of the various Tracts Into the Center which shall accrue to Parties who do not have any other property Interest f �s Y in the Tract so taken, except the Interests created by this REA. Anything to the contrary In this Section notwithstanding, if a Party has a net worth of $100,000,000 [in 1989 Dollars], or her., and net current assets of $50,000,000 (In 1989 Dollars) or more, as L disclosed on any such Party's annual report that Is audited by an �. Independent certified public accountant, payment of such Party's L -79- I ., OR Document - Year. Ilocl) f-1993] 1990.11883 Page: 85 of 155 - - _- Order: rrgmq Conmoent: 8D8LGL 8011963 portion of any Award shall be made directly to such Party rather than to the bank or trust company as hereinabove prow tdatl. Anything t0 the contrary In this Section notwith- standing, payment of any Award ry to developer may M held in trust by the holder of a Mortgage on "r developer Tract, if so required by such Mortgagee for use as herein provided. The fees of the trustee (other than Developer's Mortgages) s shall be a first charge oa the Award. (c) If both floor Area and Cowron Area on eny Tract shall be condemned, and the condemning authority does not apportion the amount of a the Award attributable to Floor Arae and Common Area, the Parties shall {!' mora, as to the manner of allocation of the Award of to Floor Area or Canon Are,. If the Parties are unable to So agree within a reasonable period of Lima, the manner of allocation, o1 the Award shall be submitted to ar at trat Ion pursuant to Artl o le XXI I I. C. UNRESOLVED ISSUES. Any Issue which is not resolved by any judgment to the condemnatlon proceeding or supplemental determination therein shall be ix resolved among the Parties under the provisions of Article XXIII. r6` 0. TAKING Of AUTOMOBILE PARKING AREA, If a portion of the Automobile r6P Parking Area shall be taken 1, eminent domain in that after such taking the number of parking spaces on the Shopping Center Site shall be reduced to less than eighty percent (801) of the number of parking spates required to satisfy the parking ratio provided for In Section C of Article X. then this REA may be �? terminated by any Party upon the taking of Permanent mosseSSlon (as distin- guished from a temporary requisition for a period of less than one hundred righty 0801 days) of Such areas by the condemning authorities, as herelnarter provided. Any Party desiring to terminate this REA shall give notice of such desire to all other Parties within one hundred eighty (180) days after the taking has occurred, Any Party objecting to such notice of lntentian to terminate shall, within ninety (90) days after notice of such Intention, give notice of Its objection to the termination of this REA to the other Parties, submitting therewith preliminary plans for additional automobile parking facilities to raise the numher of parking spaces to an amount sufficient to have otherwise prevented such termination and a proposal for financing the Cost of construction thereof I -80- Dexacription: Lasse, OR Ellocmammnt - Y ar. Ibc1D f-1993] 1990.11883 Page: 86 of 155 _ Ozder: rrgirg Commsent: r 606LGL souee3 This REA shall not terminate If each of the Parties within slaty (60) days following receipt of such notice of objection have agreed In writing to seen IN proposed additional automobile Parking facilities and preliminary plans and i - ,e financing proposal. This REA shall tenlnate as to the Tract of any Party who II Mshalt not within said sixty (60) OW period have agreed in writing to such i proposed additional automobile parking facilities and pro! lminary Diens and n' fl nenctng proposal. The determination of whither or not a Party shall reject 1 or approve such additional parking facilities shell be not by each Party, In its sole and absolute discretion. In the event that this REA terminates as to ' any Tract pursuant to this Paragraph 0, the other Parties shell have the right to terminate this REA as to their Tracts by giving written notice to all other m 1 Parties within one hundred eighty (180) days thereafter. -+� E. PARTIAL TAKING OF FLOOR AREA OR AUTOMOBILE PARKING AREA. If ten percent (l0U or more of the Floor Area Of any Major'' Store or twenty percent �. {$` (20%) or more of the Floor Area of the Developer Nail Stores shall be so taken In eminent domain, or if twenty percent (206) or mon of the pirking space' r 2 located within three hundred feet (3001) of the Stora of any Party shall be 'o r' taken In eminent domain, then such Party shall within one hundred eighty (180) 7 i days after the taking have the right to terminate this REA as to Its Tract, ' it upon giving not lass than sixty (60) days written notice t0 the other Partial I . of Its intention so to dc, In the event that Developer or any Major tarml- nates), the REA as to their Tracts, the other Parties shall have the right to U terminate this REA as to their Tracts by giving written notice to all other Partles within one hundred eighty (180) days thereafter. F. MORTGAGEE PARTICIPATION. Nothing herein contained Shall be deemed t0 prohibit any Mortgagee from participating In any eminent domain proceedings on nen` behalf of any Party upon whose Tract it has a Mortgage, or In conjunction with 7 ^ any such Party; prevtded the $ame does not reduce the Award to any Party or the distribution thereof In accordance with Section 8 of this Article. G. EXTENT OF RECONSTRUCTION. Each Major as respects Its Tract. and Developer. as respects the Developer Tract, if the REA has not been terminated as to Its Tract pursuant to this Article, shall to the extent Practicable L reconstreet on its Tract, to the same extent It would be reenlred to reconstruct pursuant to Article XIII. All reconstruction shall be in L -81- Deacription: Lane, OR Document - Year. Doo1D f-1993] 1990.11883 Page: 87 of 155 Ozdes,: rrgwg Coamient: Description: Larre,OR Document - Y ar.Coc1D f-19931 1990.11883 Pager: 88 of 155 Ozder: rrgwg Coamrent: r 606LGL soiise3 accordance with the requirements and subject to the provisions of this Article �. %VI, and to accordance with Articles III, IV, V, VI and IN hereof. x ' N H. INVERSE CONDEMNATION. Should any Inverse mntlemnatlon result by reason of actions of a public authority. Including without IlmltatIOA any Gals n or actions of any environmental protection act or regulations. and a final q Judgment of n court of compebnt jurisdiction shall so determine, then the y rights of the Parties shall M the um as though Condemnation had taken place. I. TFANtxPTION Of BENEFITS. In the rvent of a taking by condemnation or Inverse Condemnation of any portion of the Center, all easements appurtenant d to the portion s0 condemned shall, upon the taking of such portion, terminate 1 to the extent they are appurtenant to such portion, but shall continue as to any portion not so condemned. ARTICLE %VI1 s eFES. - ,i CORRECTION Of SITE D t orrnwc OF EASEMENTS It Is recognized that by reason of inadvertent construction errors, the y re Developer Improvements antlior the Stores of the Majors may not be Precisely r gj constructed within their respective Tracts as described in Exhibit A. As soon g, as reasonably possible after compietlon of tau construction of the Developer Imps ement s, as the use MY be, Developer shall cause an "as -built" survey 'd y to be made of the Developer Improvements and the Conon Area Improvements and ny utilities located on each Party', Tract showing Tract boundaries. The Cost of 1 such survey shall be paid for by Developer. In the event such surveys shall 7 k disclose that the building or build) n9s of any Major, or the Developer Improve- s j menta, as the case may be appropriate, has not been precisely constructed bbbCCC�V within Its respective Tract, then upon request of any Party, each Party agrees R ry to grant an easement over that portion of Its Tract es Is required to alto4- the locatl on o4 such building or bulldlnpf as shown on the survey. Notwith- the standing the foregoing. If as a result of any such encroachment, any govern- %' a mental agency requires a lot line adjustment or other method of subdlvlalon rompH sore in lieu of an easement, than In that even[ the encroaching Party i' s hail bear the responds i bl l l ty and expense of obtai n l ng the lot it me adJ ustme n or other method of subdivision Compliance and any required permits to allow L the location of such encroaching building as shown on the survey, Each Party shall cooperate in any such proceedings and any Party Upon whose Tract rush -Ag- Description: Larre,OR Document - Y ar.Coc1D f-19931 1990.11883 Pager: 88 of 155 Ozder: rrgwg Coamrent: 605LGL s�iias3 F A encroaching Improvements have been Constructed shall convey satisfactory title to the encroaching Party, provided the encroaching Party conveys or otherwise transfers to such other Party satisfactory title to an equivalent amount of square footage of Its Tract as ,Is reasonably satisfactory to such other Party. R Nothing herein contained shall be deemed to relieve or excuse (It any Party from exercising all due diligence to construct Its Floor Area, G n Are, and A other Improvements within Its nspective Tract as described on Exhibit A and iR as shown on Exhibit b, and (it) the encroaching Party item reimbursing another QParty for all costs and expenses Incurred by each Party in modifying, changing or altering its improvements as a result of the encroachment. L)eacription: Lorre, OR Document - Y axr. IbclD [-1993] 1990.11883 Page: 89 of 155 Order: rrgxrg Commient: ARTICLE XVIII Sims n A. SIGN CRITERIA. Attached hereto, and marked Exhibit 0, are Criteria for all signs to be erected within the Shopping Center Site, and no signs shall be erected In the Shopping Center Site which do not Conform In all respects to Said criteria, It is understood sold Crlterla expressly excludes therefrom the bullding Idents ElcatiOn signs on the Stores of the Majors. It. APPROVALS. If any Occupant shall request a Sign not Completely In o accordance with the sign criteria, such sign shall not be erected without the written consent of the Parties. Any change made to any Initially camDletad sign which causes the same to not fall within the scope of the sign criteria ,i Is hereby prohibited, and any such changed sign shall be considered as a new Installation and any deviation from the criteria shall similarly require the j{ approval of the Parties. C. IDENTIFICATION SIGNS. The location of one (1) pylon Identification ' sign, an electronic message center sign, and four (4) monument signs are shorn on Exhibit 8. The pylon Identification sign Is a sign to be used for the Identification of the Canter and for a marquee for a theatre complex In the Center and Is designated on Exhibit 8 as "Center Pylon Sign". The location of S the electronic message center Is Identified on Exhibit 8 as "Message Center Pylon Sign." The location of the monument identification signs are shown on L Exhibit 6 ("Monument Signs"). Subject to Its obtaining all required governmental permits, Developer shall Install the Center Pylon Sign, the Message Center Pylon Sign, and the Moonset Signs In the locations shown L)eacription: Lorre, OR Document - Y axr. IbclD [-1993] 1990.11883 Page: 89 of 155 Order: rrgxrg Commient: r r � 606LGL soiiee3 r ' therefor on Exhibit 8 as part of the compo Improvement work antler Article VI. The Monument Signs shall be used exclusively for Identification of the {I Center. The Center Pylon Sign shall be used exclusively for identification of the Center and for a marquee for my theatre located in the Center. Developer shall cause the Project Architect to prepare and submit to the I, other Parties for their approval, the plans and speclf lcattons For the Center Pylon Sign, Message Center Pylon Sign, and Monument Signs. Such plans shall Include all technical Information, Including (1) lighting for the signs, (IL) i+ h colors to be used In the signs, and (111) materials. t The Center Pylon Sign, Xessage Center Pylon Sign, and Monument Signs shall be maintained by Deyeluper as part of the Compn Ara& and the costs and expenses of such mintenmce shall be a Caeaml Area Mdlntenance Cost; 1 provided, hoverer, the theatre marquee portion of the Center Pylon Sign shall be Installed, repaired and replaced at the sole cost and expense of Developer or the Occupant of the theatre. ARTICLE %I% t RULES AND REGLILATIDjM$ Each Party severally agrees to observe and Deeply with, and shalt cause its respettive Permittees to observe and comply with, such rules and regula- related to the Center as may be adopted from time to time by the written yHone agreement of the Parties. The Pestles hereby adopt the rules and regulations g attached hereto and marked Exhibit E, until such tl res as new +red OI4Rrent ' d rules and regulations shall be adopted, as aforesaid. an amendment o/ such 1n rules and regulations shall not be deemed to be, nor shall it require, an Y } amendment to this REA. ARTICLE R% mvFReXic OF DEyi 0P R A. STANDARDS. The Parties agree that It Is In their mutual beat Interests. and Important to the meximum utlllxatlo, of their Tracts. that the , t Shopping Center Site and each resptttive Store Site be developed and maln- tanned as an integrated and first class shopping center which will contain a combination of 0[cupants which (U represent a sound and balanced dlverslflta tion of merchandise. (11) are well qualified and willing to direct an intensive and continuous merchandlsing and probational program, (111) -111 be of strong L Deacription: Laine, OR Document - Year. Ibc1D [-1993] 1990.11883 Papa: 90 of 155 order: r9e, Consonant: 606LGL 9U1188� { financial condition end good repute, lip) will efficiently utilize and not exceed the capacity of the avdllable Automobile Parking Area, or any portion thereof, and (v) Will Pl eturl ie. decorate and maintain their respective Store premises In a tasteful and decorous manner, having regard for the general rj standards of appearance prevailing In the Center. In furtherance of such purpose the Parties have agreed to the provisions of Articles IV, Vil I, IS, X. this Article and Article SRI. B. SWMAGEMENT CRITERIA. Developer covenants and agrees, subject to the provisions of Articles Sill. XVI and Section M o1 Article %KIX, and subject to R the other provisions of this ArtiUe, that, during the Operating period provided for In Section A of Article )(KI and so long thereafter as at least one (1) Major Is operating In at lust its Mlnimmm I1 cor Area set forth In Section A of Article VIII, Developer will manage and Operate. or rause to be g managed and Operated, the Developer Impravaments and the Cotton Areas, In Me following manner: 1. As a complex of retell stores and comrmrclal enterprises which Is a a part of a first clan, regional shopping center development with an Enclosed Mall and other related Common Area fecilltin. i. Usa Its haat efforts t0: (a) Have dil of the IT we Area of the Developer Mall Stores and .{ Sears Store occupied and open for business in that, entirety; and (b) Neve at all it nes a diversified mixture and balance of Occupants. 3. Under the name of Gateway Nall and under no other new , without ?� the prior approval of each Major, in Its sole and absolute discretion, so long as each, respectivelY. Is a Party. 4. So as to have Fluor Area In the Developer Mall Stores of not less than the Minimum Floor Alta provided In Section A of Article VIII. 5. In accordance with the sign criteria prescribed in Exhibit D and the rules and regulations prescribed In Exhibit E. 6. So as not substantially to change, Had Ify or alter in any manner L or to any extent whatever the extarlor of the Developer Moll Stores and the Enclosed Mall, without the prior approval of each Major, provided, however, that this shall not apply to changes in the Interior storefronts -AS- Description: Lane, OR Document - Y ar.Ibc1D [-1993] 1990.11883 Pongee: 91 of 155 Order: wvw Comment: L 606LGL 9011883 of Occupants of the Developer Nall Stores. T. So as to maintain the layout of the Developer Improvements on the Developer Tract as Shaun on Exhibit 8 and to Operate the Developer Improvements within the confines of the Shopping Center Site as depicted Oil, Eahlblt Q. B. So as to keep the Enclosed Nall open and operating and to provide heating. cooling and ventilation for the Enclosed Rall and to malntaln the air-condttloning system threin at all time when the retail operations on the Developer Tract or the Tract of any major are open for business, and for not less than thirty (30) minutes before and One (1) hour after the same are so open, and In such mannan so that the temperature and humidity throughout the Enclosed Rill is at a reasonably comfortable level and In accordance with the provisions of Section F-8 of Article IV. 9. maintain a quality of management and operation not less than that generally adhered to In other slmilsr one -laves first clan nql ones shopping centers In the State of 0"101- 10. To open the Enclosed mall and the Developer Rall Stores when provided in Section 0 of Article V and In not less than the Initial Planned Floor Area provided for in Section A of Article VIII. 11. So as to came Start to 19,06 In the Sears Store Lease to 0pe rate the Sears Store as a retail department store In not less than the minimum number of square het of floor Area required under Section A of Article VIII for at least tan (10) cousecutive years from and after the onto when at least one (1) major first opens for business In Its Store, under the trade name ,Sears- or under such other name as It Is doing business In at least seventy-five percent (751) of Its currently existing ,,tall stores which Sears Operates In regional shopping centers In Oregon under the trade name specified above as of the data of this REA; provided that such operating covenants may h Subject to the Sime and only the same ,,ndltlont a5 Provided in Article a%I hft0f. Do BI Oper agrees to enforce the Operating covenants of Sears an )Ong as one <0 major IS operating in at least Its Rlnlmum floor Area at forth In Article VIII -A. 6. BENEFITS TO MAJORS. Each and all of the provisions of this REA On Developer's part to be performed (whether affirmative or negative In nature) 61E Description: Lars,, OR Document - Year.IbclD [-1993] 1990.11883 Paget: 92 of 155-- Order: r,gawg Comunent: 7 I L 606LGL 8011863 are Intended to and shall bind each and every Person comprised within the term Developer, at any time, and from time to time, and shall Inure to the benefit of each respective Major. D. COVENANTS RUNNING WITH THE LAND. Each and all of the covenants of Developer In this REA shall bind the Developer Tract and are also intended to, and shall bind, each and every Person having any fee, leasehold or other Interest In any part of the Developer Tract, at any time and from time to time, derived through any Parson now or hereafter comprised within the term Developer to the extent that such part of the Developer Tract Is affected or bound by the covenants In question, or that such covenant Is to be performed thereon, and shall Inure to the benefit of each respective Major and their res pact No Tracts and shell run with the land. Each such covenant shall constitute an equitable servitude and a covenant running with the land under apPllcable law. E. DOMINANT AND SERVIENT ESTATES. With respect to the various covenants (whether affirmative or negative) on the part of Developer contained In this REA which affect, or bind, or are to of performed on portions of the Tract of any Party, as the case May be. the Tract benefited by such covenant shall, during the term of this REA, be the doelnant estate, and the Developer Tract (or if the particular covenant affects, binds, or Is to be perfarmed on less than the whole of the Developer Tract, then with respect to the particular covenant, such Portion thereof, as Is affected by, or bound by, the particular covenant, or on which the particular covenant is to to performed) shall during the term of this REA be the seryl ant estate. f. MUTUALITY Of COVENANTS. Menever any Person or any portlon of a Tract Is not bound by. or bound to perform, a covenant or any por tlon thereof mad, herein by a covenantor, such Person or portion of such Tract, as the case may be, shall during such period. not be entitled to the benefits of the reciprocal covenant, or portion thereof, made herein by any other covenantor. ARTICLE XXI DIVENANS ILMildu A. OPERATION COVENANTS. 1. Ibr9atSoystla¢ti. (a) Subject to the provisions of Articles XIII and XVI and Section Deacriptiom Lane, OR Document - Y .DocZD f-1993] 1990.11883 Page: 93 of 155 Order: rrgrrg Comment: 01 J 606UGL Deacr�.ptaon Lane, OR Document - Y err. Ib D r-19931 1990.11883 Page: 9d o£ L55 Order: rrgmg Consonant: soiies3 M of Article XXIX, and to the other provisions of this Article, and 3 subject to Sears providing Developer a covenant to operate under the trade name "S9ars" in the Sears Store On the Sut term, and conditions Stated hereinbelow, Target cmenants and agrees with Developer that 1t will open Its Stora On or before the date set forth for such opening 1n Article VII and that It will after such opening Operate, or cause the sanw to be ) 'y Operated In not less than the minimum number of square feet of Floor Area " required under Section A of Article Vill for ten (10) consecutive yeah from and ager Its SCM1atlubd Opening Data, under the trade nano Of § "I "Target" or under such other names as It is doing business In at lust seventy-five percent (75%) of its currently existing retell stares which Target operates in regional shopping enters In Oregon under the trade {, � name specified above as of the date of this REA. (b) In addition, subject to the provisions of Articles Xlll and XVI and Section M of Article XX1X, and to the other provisions of this %r Article, and provided the Sears Store building 1s occupied and operated as a retail department store, Target covenants and agrees with Developer that "st Y It will, from and after the expiration of the ten (10) year period set i 'E forth to subparagraph (a) above, for the next period of five (5) years Operate Its Stara 1n not lass than the min Imam number of square feat of i Floor Area required under Article VIII as a single use retail ,tore order any name. After the expiration of the periods of operation set forth In 1� subparagraphs (a) and (b). and contlnuing for the next five (5) years only, If Target should discontinue operations as a single -use retail store ` under any name. Target shall, within thirty (30) days thereafter, notify N n� Developer pursuant to this Article XXI that said operations were ;o dli[Ontl nYld. (, 2. The hours of business, the number and types of departments to be i r Operated In each Major's Store, the particular contents, wares and merchan- dise to be offered for tale and the services to be rendered, the methods and extent of merchandising and storage thereof, and the manner of Operating such Major's Store In every respect whatsoever shall be within Lthe sole and absolute discretion of each respective Major. The Majors may each Operate a department or departments In their respective Stores in BB- Deacr�.ptaon Lane, OR Document - Y err. Ib D r-19931 1990.11883 Page: 9d o£ L55 Order: rrgmg Consonant: Description: Larne, OR Document - Yea .lbcl) f-1993] 1990.11883 Page: 95 of 155 Ozder: wgm-g Coamient: 6O6LGL ;i FS 90118 wdote or In part by licensees, tenant[ and/or Concessionaires. y. B. RELEASE FROM OBLIGATIONS. y 1. Each Major shall be released from the performance Of Its respective obligations contained In Section A of this Article 1n the event of any of 4he following: €. (al IP the Developer ceases to Comply with or has violated any of the ri provisions of Sections B-1, B-2, 6-4, B-6, B-7, B -B or B-11 of Article XX; provided, however, that Developer shall have sixty (60) days after written @X "E notice of Such default from any Major to cure any such default, Or /f such default cannot be cured within sixty (60) days, to diligently commence Curing within such time, and diligently cure within a reasonable time li thereafter. t (b) If less than the stated percentage (indicated below) of the initial Planned Floor Area of Developer Mall Stores (excluding the Sears { t Store) 1s occupied and open for business; provided, however, that Developer shall have twelve (12) xa,tbS after written notice frau any Major of such failure to remedy the Sema. Such condltl on shall be conclusively deemed to have been remetlled If, tlurlltg said twe lva (it) month period, Developer Shall have entered Into bonaflde leaves which require the openln9 for business of Floor Area of such Developer Nall t ' Stores sufficient to Increase the occupancy and opening for business of such Developer Mall Stores to more than the then -applicable stated 5, percentage (indicated below) of the Initial Planned Floor Area, which bona [ FI uy i fide leases shall provide for the actual commencement of occupancy and f Opening for business of Floor Area by the Occupant within said twelve f12) ills month period The stated percentage of the Initial Planned Floor Area of Developer Mali Store$ It: (I) fifty percent (SLI from Developer's 1 Scheduled Opening Date through the next two (2) year period; and (11) V sixty percent (60%) from the second anniversary of Developer's Scheduled Opening Data though the next one (1) year period; and (IIL) seventy Percent (70%) from the third anniversary of Developer's Scheduled Opening Data through the remainder of a Major's Operating Covenant. { L tc) if (1) Sears Is in default of Its Operating Covenant provided for In Article XX -Bull) for a period 1n excess of six (6) consecutive months, —I1I1' L -R9- J Description: Larne, OR Document - Yea .lbcl) f-1993] 1990.11883 Page: 95 of 155 Ozder: wgm-g Coamient: F LI' L Description: Lann,OR DocSSmmnt - Y ar. Ibc1D [-1993] 1990.11883 Page: 96 of 155 Order: eyeq Comment: 606LGL 9011883 or (it) if at any time during the last ten (10) year period of Its covenant to operate, Sears ceases to occupy and Operate In the Fl aur Area specified In Article XX -11(11) for a period to excess of twelve (12) Consecutive months, or 1111) If Sears has been released flow Its covenant to Operate. Any reduction below seventy-five percent (75%) 1n the number ` of Sears' retail stores to eslstgnce as of the data of this REA in L regional shopping centers In Oregon, at the option of the Major, which ,piton shall be eaerclsed by giving notice to the Developer (with a copy ) to all of the other Xajors and Parties), shall M deemed a ceasing of the Operation of the Stora of Sears for the purposes of this paragraph j. C (d) If such Major shall be released Issue the perfor AnCR of Its obligations under Article XIII -D pursuant to the provisions of this REA. j Nothing contained in the foregoing PlO1ISICA1 shall In any menner be construed as diminishing, or be deemed to COOttltute a waiver of, any other rights of a Major retuning froe failure of Developer to perform Its covenants sat forth In Section 6 of Article XX or elsewhere In this REA or fron the default of any other Party hereunder. Motwithstanding anything contained herein to the contrary, the covenants contained in Section A If this Article Shall not impose upon such Major any greater obligation to rebuild, reconstruct or restore then at Set forth in Article Xllt. pp t; A Major's release under this Section shall not be effective unless and a until (1) the avant glving rise to the right to release continues to ewes[ G=.r uncured atter the giving of notice of such event and erDl rail on o4 the 1, ; applicable cure period and (11) such Major notifies Developer and the other Najars, If any, of the `vct that the notice is for the purpose of ; 4 obtaining a let.... from It, Poen Ung Covenant. dear log the time when the �t event giving rise to such release Is uncured. Upon giving such notice, the operating Covenant of such Major provided In Section A of this Article and Its reconstruction covenant In Section D of Article X111 shall terminate and such Major shall not be required thereafter to continue Operating Its Store or to reinstitute such operation, notwithstanding the subsequent curing of any default or condition referred to heroin. Continued Operation by such Major following said notice shall not diminish 9d Description: Lann,OR DocSSmmnt - Y ar. Ibc1D [-1993] 1990.11883 Page: 96 of 155 Order: eyeq Comment: _91 -Lam 6015M amiasg the effect of such notice nor the release of such Maier. I 2. In addition to and not in limitation of Its rights under Article ` XXI 8-1 above (except in the case of paragraph (c) below which Imposes conditions In addition to those required under Article XXI-8-1(1) above for the period following completion of two (2) or more of Department Stores C, 0 and E), Target shall be released from the performance oP Its Wipe[ tive i y obligations contained In Section A of this Article In the event of the fallowing: (a) II Developer for such other person or entity) at any tine for from time to Fling If lets than all of the Phase 11 Development is commenced) Commences construction o4 all or a portion of PAafe 11 �� + Developement sa further described In Developer's written notice to Target required under Section E of Article V, but falls to complete such construction wl thin twelve (12) months filter the scheduled completion date, but sub3ect to the provisions of Article XV. II Developer for such jI other person or entity) either discontinues constructi W. or without i $ I discontinuing constructlon. falls to canpHb construction by the scheduled cowry letlon date but thereafter promptly and diligently and In any event, as soon as possible after such discontinuance or failure to ' complete, as the case may be, completes the razing and removal from the i Shopping Center Site of all Components of such construction So that t(� improvements to the DaveloDar Tract are the sane or subatan tt ally tiM same rN as they ewlsted prior to commencing the Phase 11 Development In question, f then Target shall not be released from the Performance of Its obligations p contained In Section A of this Article as a result of the failure to j complete the Phase li Development In question. (b) If, at any time after completion of any one (U Of Department ^ Store C. D or E, but prior to completion of any two (2) or more of Department Stores C. 0 or E, any of the events or conditions described In Article XXI-B-1(c) Occur. (c) If, at any time after Developer's completion of any two (2) Or more of Department Stores C, D or E. (I) any, of the events or conditions described In Article XXI-B-i(C) occurs, and (11) at any time therearter any of the following occurs: (A) any ono (1) of the Occupants of L e, OR Docramnt - Y ar.Iloc1D f-1993] 1990.11883 Pagm: 97 of 155 Order: *'9w'4 Comment: f -1 606LGL soiisa3 Department Store C, 0 or E Is In default of or otherwise released from Its Operating Covenant, if any, or (0) any one (1) of the Occupants of I Department Stores C, 0 or E ceases Operating or is Operating In less than the respective nen l mum number of square goat of Floor Area required under � 'a Section A of Article VEIL for such Department Store, or (C) any one (1) or 4 more of Oepartmmt Stores C, D or E completed by Developer has no Occupant. Target's release under this Section shall not be effective unless and ri until Target notifies Developer of such event and that the notice Is for , the purpose o/ obtaining a release from Its Operas( n9 Covenant, during the E time when the event giving rise to such release Is uncured. Upon Velma such notice, the Operating Covenant of Target provided In Section A of +' this Article and Its reconstruction covenant In Section D of Article XIII shall terminate and Target shall not be required thereafter to continue Mt9i Operating its Store or to reinstitute such Operation, notwithstanding the 1 subsequent curing of any default or condition referred to With, ' t Continued Operation by Target following said notice shell not diminish the effect of such notice nor the release of Target. n Nothing contained In the foregoing provision, shall In any manner be construed as diminishing. or be deemed t0 constitute a waiver of, any .i other rights of Target resulting from failure of Developer to perform Its is R covenants set forth In Section B of Article XX or elsewhere in this REA or e from the default of any other Party hereunder. Notwithstanding anything contained herein to the contrary. the covenants contained In Section A of �ft this Article shall not Impose upon Target any greater obligation to i rebuild, reconstruct or restore than as set forth in Article %ill. I; y ) i C. SUBORDINATION TO LIEN. The covenants contained In Section A of this Article (but no other provision of this REA) are subordinated to the lien of any Mortgage recorded against the Tract which is burdened by such covenant (including, but not by way of limitation, any blanket Mortgage which may cover any other property or properties of such Party, whether awned 1n fee or as a iIIL�f�' leasehold, in addition to the property Interest or Interests previously Lreferred to In this sentence), to the end that a purchaser or purchasers in any foreclosure proceedings, or pursuant to any exercise of power of sale, or IILI)1 L -92- Damers,zgIticasF Larse,012 Documeent - Year. Doc1D f-1993] 1990.11883 Page: 98 of 155 Order: w9wY Coanrnnt: L L 606LGL 8011883 any grantee under a deed In lieu of foreclosure, and all successors to or through any such purchaser or purchasers, or to or through any such grantee, shall take free and clear of the covenant. Each Party covenants and agrees to execute and deliver to the others, upon request therefor, such Instruments. In recordable form, as shall at any time and from time to time be required (the farm of which shall be In the good faith, reasonable judgment of counsel for such Party) in order to conflre or effect any such subordination as referred to In the preceding sentence. Nothing herein contained shall be deemed to roll,,. a Major of Its obligations for the Operating Covenant set forth In Section A of this Article regardless of any foreclosure which my occur under any such Mortgage. No Party shall be obligated to execute any such Instrument which In any way alters, diminishes, changes or modifies such Party's rights or obligations under this REA. D. BENEFITS TO OTHER PARTIES. Each and all of the provisions of this REA on the respective parts of the Majors to be performed (Whether affirmative or negative in nature) are Intended to and shall bind each and every Person which tasprises or is a part of each Nsjor, at any time and from time to tin, and shall Inure to the benefit of each of the other Parties. E. COVENANTS RUNNING WITH THE URD. Each and all of the covenants of the Majors relating to their respective Tracts are intended to, and shall bind each and every Person having any fee, leasehold or other interest in any part of such Tract, at any time and free time to time, to the extent that such part of their respective Tracts is affected or bound by the covenant In question, or that such covenant Is to be performed thereon, and shall inure to the benefit of the other Parties. Each such covenant shall constitute an equitable servi- tude and a conversant running with the land under applicable low. F. DOMINANT AND SERVIENT ESTATES. Kith respect to the various covenants iwhether affirmative or ne9ativ0 on the part of each respective Major con- talned in this REA, which affect Or bind, or are to be performed on portions of Its respective Tract, the Tract benefited by such covenant shall, during the term of this REA. be the danluant estate, and the Tract of the respective Party. as the case may be (or If the particular covenant affects. binds, or Is to be performed on less than the whole of such Tract, then with respect to the particular covenant, such portion thereof as is affected by. or bound by the -93- Description: Larra,OR Docummrnt - Y ar. IbclD [-1993] 1990.11883 Papa: 99 of 155 Ordar: e+9ar4 Cmemment: 606LGL 9011883 particular covenant, or On Mlch the particular covenant Is to be performed), shall, during the term of this REA, be the servient estate. G. MOTUALIIY OF COVENANTS. Nhenever any Person or any portion of a Tract 1s not bound by, or band to perform, a covenant or any portlon thereof made ynavel. by a cove0antor, such Person or portion of such Tract, as the ase may be, shall during such period, not be entitled to the benefits of the reciprocal d covenant, or portion thereof, made hareln by any oMar covenantor. ARTICLE XXII TAXES AND ASSESSMENTS A. PAYMENT. Won as to nevdoper-s Tract, and each Major as to Its ' respective Tract, stall pay, or cause to be paid, prior to delinquency, all texas and assessments upon such respective Tract. and the buildings and jImprovements and personalty gamed or leased by such Party In the Canter, provided that if the taxes or assessments or any portion thereof, may be paid In installments, any Party may pay each such Installment as and when the same becomes due and payable. Each Party shall upon the request of any other Party provide to such other Party for examination sufficient evidence that all taxes and assessment, have been paid by such Party pursuant to this Article. j, Developer shall use its best efforts to cause the Tract of each Party to be separately assessed by the taxing authority. B. CONTEST. If any party shall deem the taxes and/or assessments, or any part thereof, to be paid by such Party, to be excessive or Illegal, such Party shall have the right to contest the same at Its own cost and expense, and shall have the further right to defer payment thereof so long as the validity or the amount thereof Is contested In good faith: provided, however, that any such contested tax or assessment shall be paid by the conte5ting Party Priorto the time when the affected Tract (or portion thereof) can be subjected to sale under applicable law pursuant to A proceeding which may result in Impairment of the rights created hereunder or terminate any provision hereof as applied to any such Tract. Any such payment may be paid under protest. C. NON-PAYMENT OF TAXES BY A PARTY, in the event any Party shall fall to L comply with Its covenant as set forth In this Article, any other Party may give a written notice to such falling Party and If such failure Is not cured within thirty (30) days after receipt of such notice, the Party giving notice L - -cc Description: Larne, OR Document - Year. Ibc1D [-1993] 1990.11883 Papa: 100 of 155 Order: rrgeq Commient: L -95- De spoon: Larre,OR Document - Year.gbcZD [-1993] 1990.11883 Page: 101 0£ 155 Ozdmr: rrgmr Cosecant: t J 606LGL �— ', 9b11889 may pay such taxes and penalties and Interest thereon, and shall be entitled to prompt reimbursement from the defaulting Party for the sums so expanded, with Interest thereon as provided In Section K of Article KA1k. 5 D. ASSESSMENT BENEFITING SHOPPING CENTER. Anything In Section A of this Article to the contrary notwithstanding, In the event an assessment IS levied against One Or more Tracts that 1E 0( general benefit t0 the Center as a wh01e d as opposed to a special benefit to the Tract or Tracts levied against that excluding any assessment levied In Connection with the initial construction and/or Installation of the common improvement work, which assessment shell be paid solely by Developer regardless of the Tract on which It Is assessed and such assessment stili not be included within Common Area Maintenance Cost). such assessment shall be prorated among the Parties In the ratio that the Initial Planned Floor Arai of each Party bears to the Initial Planned Fl our ` Area of the Center. [j ARTICLE KKIII ARBITRATION 1 A. DISPUTES COVERED. Any dispute Involving any provision of this REA i vhl th contains spe<I(ic provl slops for resolution of such dispute by erDltra- flan shell be resolved by arbitration, ae Drove lded mere les; provided, however, F a that any Party my seek prohibitory Injunctive or declaratory relief without V first submitting a controversy to arbitration. B. PROCEDURES. Any Party may request a Meting to be attended by ail Parties for the purpura of resolving any such dispute. At sato Meting, the Parties shall attempt in no faith to resolve the matter In dispute If the matter is not resolved at Such Meting, or If the Meting Is not held, any Party may, within thirty c30a days from the date set for such meeting. Pike a written request to resolve such dispute by arbitration. Within ten (10) days fray the date of receipt of such notice, each Party shall select an arbitrator. Such arbitrators shall not within ten (10) days after selection for the purpose of resolving the dispute. if a majority of such arbitrators are unable to agree, an additional arbitrator shall be selected by the designated arbitra- tors. If such arbitrators are unable to select an arbitrator, such arbitrator L shall be appointed by the Presiding Judge of the District Court of Lane County, State of Oregon, acting In his Individual, private capacity, At the L -95- De spoon: Larre,OR Document - Year.gbcZD [-1993] 1990.11883 Page: 101 0£ 155 Ozdmr: rrgmr Cosecant: t J L L 606LGL s011889 request of any such Party, and no other Party shall ral se any object l on to the authority or ,jurisdiction of such ,judge to make such appointment. Rlthin ten (10) days from the appointment of such additional arbitrator, all arbitrators shall meet and determine the matter in dispute and shall resolve the same and all questions pertaining thereto within twenty (20) days from the date of selection of such addltlonal arbitrator. A majority decision shall be final as to the Issues submitted at any stage of the proceeding. Arbitrators shall not have authority to award damages. Each Party shall bear Its own expenses except those relating to the selection and services of the additional arbitrator which shall be born. equally by the Parties. All arbitrators selected or appointed pursuant to this Section shall have substantial training and professional eaperienco In the subject matter of the arbitration. The decision of the arbitrators may be entered as a judgment In a court of competent jurisdiction. All arbitration conducted under this Article shall be In accordance with the rules of the American Arbitration Assocl allow, to the extent such rules do not conflict with the procedures herein set forth. To the extent permitted by law, compliance with this Article is a condition precedent to the commencement by any Party of a judicial ,proceeding arising out of a dispute which is subject to arbitration bereundar. ARTICLE %XIV ATTORINUS_EEES if any Party shall bring an action or proceeding (including. without limitation, any cross-complaint. counterclaim or third party claim) against .' any other Party by reason of the breach or alleged violation of any covenant, term or obligation hereof, or for the enforcement of any provision hereof. or to interpret, or otherwise arising out of this REA, the prevailing Party In 1 such action or proceeding shall be entitled to Its costs and expenses of suit, Including but not limited to reasonable attorneys' fees, which shall be ' payable whether or not such action is prosecuted to judgment '-Prevailing Party" within the meaning of this Article shall Include, without limitation, a Party who dismisses an action for recovery hereunder In exchange for payment of the sums allegedly due, performance of covenants allegedly breached or consideration substantially equal to the relief sought in the action. If any -96- Deacrrptron: Larre,OR Document - Y ar. Ibc1D [-1993] 1990.11883 Page: 102 of 155 Order: wgwg csoammnt: i 4 E J 606LGL 9011883 Party Is required to Initiate or defend any action or proceeding with a third party (including, without limitation, any cross-complaint, counterclaim or third party claim) because of any other Party's breach, then the Party so Initiating or defending shall. If such Party is the prevailing Party, be entitled to reasonable attorneys' fees from such other Party. ARTICLE AAV NOTICES A. KTICES TO PARTIES. Any notice, demand, request, consent, approval, designation, or other communication which any Party is required or desires to give or make or communicate to any other Party shall be in writing and shall be given or made or communicated either by personal delivery or by United! States registered or certified mil, return receipt requested, addressed. In the case of Developer to: Gateway Mall Limited Partnership c/o General Growth of California, Inc. 15621 Ventura Boulevard, Suite 525 Encino, California 91436 Attention: President with a copy to: General Growth Companies 215 Keo. P. 0. Bow 1536 Des Moines, Iowa 5306 Attention: General Counsel and addressed, In the case of Target. to: Dayton Hudson Corporation Target Stores - Real Estate Attention: Property Administration 33 South Sixth Street Minneapolis, Minnesota 55402 subject to the right of any Party to designate a different address by notice similarly given. Any notice, demand, request, consent, approval, designation, including any duplicate original, or other communication so sent shall be deemed to have been given, made or communicated, as the case may, be, on the data personal delivery was effected (If personally delivered) or If the same was delivered by the United States mall as registered or certified matter, with postage thereon fusty prepaid, then on the delivery date or attempted delivery date shown on the return receipt. If any such notice requires any octlon or response by the recipient, such fact shall be clearly stated In the notice in the manner provided for In Section F-2 of Article %%I%. L 97 Description: Larm,OR Docummnt - Y ar.IbclD [-1993]1990. 11883 Page: 103 of 155 Ordaz,: wq Conmunt: 606LGL 3011883 8. MORTGAGEE NOTICE AND RIGHT TD CURE. The Mortgagee under the Mortgage affecting the Tract of a Party, shall be entitled to receive notice of any default by the Party whose Tract Is subject to such Mortgage, provided that such Mortgagee shall have dellvend a copy of a notice in the torn hereinafter contained to all Parties. The for- of such notice shall be as follows: The untlersigned, whose address Is { does hereby certify that it Is the holder of a first lien upon the 5 land [or, aiternatlyely the holder of a first lien upon the leasehold f estate or the fee owner or lessor or subleuorl described on Exhibit a A attached hereto which lien encumbers the Tract of (Party) In Gateway Mall, Springfleld, Oregon, and Is the Mortgagee holding the baTurlty interest In said land. In the event that any notice shall lI given of the default of the Party upon where tract this lien applies, a copy thereof shall be delivered to the untlersigned who shall have all rights of such Party to cure such default pursuant to the Construction, operation and Reciprocal Easemmnt Agreement VIPER"). i Failure to deliver a copy of such notice to the undersigned shall In no way affect the vat l dl ty of the notice of default at IL retiree ts r such Party, but shall toll any applicable time per l not for cure by the Mortgagee or the taking by the Mortgagee of any other action required g under the PEA until such notice Is properly delivered. { Any such notice to Mortgagee shall be given 7n the lana manner as provided In Section A of this Article. In the event that any notice shalt be given of the default of a Party and such defaulting Party has failed to cure or commence to. ,.no such default as provided In this PER, than end In MRL event the Party I giving such notice of default covenants to give any such Mortgagee under any Mortgage affecting the Tract of the defaulting Party an additional notice, given in the manner provided in Section A of this Ar'tic 1, that the defaulting Party has failed to cure such default, or has failed to commence or to prose- cute the cure as provided In this REA, aid such Mortgagee shall, except for a failure to cure within the time requirements of Section 8-2 of Article xxt, have thirty (30) days after said additional notice to cure any such default, or, if such default cannot be cured within thirty (30) days, diligently to commence curing within such thirty (30) day period and diligently pursue such cure to completion within a reasonable time thereafter. Giving of any notice of default or the failure to deliver a copy to any Mortgagee shall In no event create any liability on the part of the Party so declaring a default. ARTICLE y%VI AUSTELL 1 A. METHOD OF AMENDMENT. In, Parties agree that the provisions of this 1— PIA may be modified or averted. In whole or in part, only with the consent of -9N- L - _ ... - _. Deacription: Lease, OR Document - Year. Ibc1D [-1993] 1990.11883 Pager: 104 of, 155 Order: aging Component: J Description: Lane,OR Docsreent - Year. TbcID f-19931 1990.11883 Pager: 105 of Order: wgeq Convent: 606LGL soisee3 � all of the Parties, by amendment in writing, executed and acknowledged by all of sold Parties, duly recorded In the Office of the Recorder In and for the County of Lane. State of Oregon. Any amendments or modifications hereof (Including any extensions and renewals hereof), whenever made, shall be ` superior to any and all Il ens, to the same extent as this REA as If such ! amendment or modification had been executed concurrently herewith. In the event a Party has a Mortgage on Its Tract and such mortgagee has given notice 3,9 of the existence of such MOrtgail to all of the other Parties to this REA In 3 accordance with Section 6 of Article XXV, any amendment or modification of this REA without the written consent Of such NOrtIlgeO shall not be enforce- able against or binding upon such mortgagee, nothing herein contained shall j constitute an agreement by any party that the REA cannot be amended without e the prior approval of another Party's Portgagee. Nothing contained herein {({t precludes any separate agreements between two Or more Parties, provided that the other Parties shalt not be bound or affected thereby. S. NO THIRD PARTY BENEf ICIARY. Except for the provisions of Section I Of L Article XIII and Section B of Article XXV which are for the benefit of a 6 Mortgagee and the Partial, the provisions of this REA an for the exclusive benefit Of the Parties, their successors and ,signs, and not for the benefit of any third Person, nor shall this REA be deemed or construed to have y conferred any rights, a,press Or Implied, upon any third Person. It is expressly understood and a9netl that no modification or amendment. In whole or in part, shall require any consent or approval on the part of any Occupant or Permittee or Person other than a Party. ARTICLE XXVII OF REA TERMINUIOR This REA shalt terminate, except for the easements provided In Sections AM, A(5) and AM of Articla III on December 31, 2024, unless sooner terminated under the provisions of Article XVI, Or Otherwise sooner terminated after twenty-five (25) years from the date hereof by act Of the Parties as hereinafter sat forth: 1. At such time as there Is less than fifty percent (50%) of the LInitial Planned Flswr Area being Operated. In the aggregate, on the Tracts of all Parties, other than the Tract of a Party desiring to terminate, L -99- Description: Lane,OR Docsreent - Year. TbcID f-19931 1990.11883 Pager: 105 of Order: wgeq Convent: 606LCL sossae3 sucA Party may give notice to all other Parties of its desire to terminate this REA as respects such Party's Tract. The notice provided for herein shall be given at least two (2) years prior to the proposed effective date of such termination and shall specify on its face the actual effectlo date thereof. Such notice may be given at any time subsequent to the twenty-fifth (25th) year of the term hereof When the conditions set forth in this Paragraph shall occur and such rotice shall continue to be Iliec- tive even if the level of Initial Planned Floor Area is increased above fifty percent (SOU before the effective data Of any such termination. Notice herein required to be given shall be prepared In recordable form, and shall be recorded prior to the data on whioh it IS served On all Parties aAd the recordation data shall show on the XOPIBS to served. Any tvrmination pursuant to this Paragraph shall be effective only as resp¢ts the Tract of the Party so terminating, and shall terminate all of Such Party's rights and obligations under this REA, except for accrued liabilities es iPeclfied In Section M of Article XXIX. 2. If at any time subsequent t0 the end of the twenty-fifth (25th) year of the term of this REA less than forty percent (MOI) of the aggregate Initial Planned Fl.r Area of the Shopping Center is being 0perated. this REA may be t,,elnated In Its entirety by any Party upon giving notice to all other Pardo In the sem manner as provided in Paragraph 1 above: provided, however, that the effective date of such notice may be at any time more than sixty M) days subsequent to the date Of the giving of such notice. 3. The provisions of the foregoing Paragraphs 1 and 2 she)) not apply during any period when the reduction In Flom Area is due to a casualty or taking which the affected Party or Parties pranptly tmmmnpe to repair and reconstruct and thereafter complete with dil19ence so at to restore the rage lred level of floor Area, pursuant to the applicable requirement, Of this AEA. ARTICLE XXVIII L 011ITYAMTALLATION5 The Partla$ shall each, to the extent nacessary and to the extant the sem= shall not result In the loss of compensation otherwise obtainable ft, .Ad--- _100- I., Adem--100-Lease, OR Document - Year. IhoCZD f-19931 1990.11663 Pager: 106 of 155- Order: rrgwq Coamient: 7 _. Deacription: Lassa, OR Document - Year. Lbc1D [-1993] 1990.11883 Pager: 10] of 155 Order: rrgug Coamtent: 606LGL 9()11883 l4 be In nation, in the execution of such Instruments as may required order w�va�s; ,join to effectuate the Installation (subject to the restrictions thereon contained In the REA) for the sole benefit of the Center or the Parties' Tracts of public x#lu u[f ilii es and similar easements under and across portions of their respective '} Fv Tracts. #n ARTICLE %%I% XK[ELIANEOy s''.• �.. y i Y 1'r d A. BREACH SHALL XOT DEFEAT MORTGAGE. No breach of any Of the terms, 1 L 5^: conditions, covenants, or restrictions of this REA shall defeat or rondo i 7-. Invalid the lion of any X rtgage made In good faith and for value, but such c jy {${ term, condition, covenant or restriction shall be binding upon and effective against any Person who acquires title to said property or any portion thereof 9' ' Fi d � h by foreclosure, trustee's sale or otherwise. 'Y BssNAs TERdnAuaN• It is expressly agreed d that no ` Y f4 breach of this REA shall entitle any Party to cancel, or rescind or otherwise y, ° limitation not affect, to any Palmer. any Ne terminate this RFA, but such shall ri j P �^ other right or remedies which the Parties may have hereunder by reason of any ukl r 1c breach of this REA. 2#� C. L9PS19N5• The Table of COntants, Caption, o1 the paragraphs and Article of this REA are for convenience only and shall not be considered norE referred to In resolving questions of Interpretation and construction. t ry ' D. CONSENT. In any Instance In vhl,h any Party to this REA shall be t mM T;A requested to consent to or approve Of any matter with respect to which such v t;r Party's consent or approval Is required by any of the Provisions of this REA. w X 9 Aad such content or approval or disapproval shall be given in writing, and shall not n 71t+5. be unreasonably withheld or delayed, unless the provisions of this REA with , }t respect to a particular consent or approval shall expressly provide Otherwlse. T T t Requests for consent shall be subject to the provisions of Section of this Article. E.EciDPP RFRE i1T 1CAiE. Each Party hereby %,,¢rally covenants that upon } written request of any other Party, It will Issue t0 such Other Party. or to )y111k�444 .. any prospective Mortgagee, or purchaser of such Party's Tract, an eStOPPOI r 1. car ti flcate stating: <U whether the Party to whom the request has been directed knows of any default under the REA, and if there are %rrovn defaults, L -101- _. Deacription: Lassa, OR Document - Year. Lbc1D [-1993] 1990.11883 Pager: 10] of 155 Order: rrgug Coamtent: 606LGL 9011893 j; specifying the nature thereof; ill) whether, to its knowledge, the REA has been �d assigned, modified or amended In any way (and If It has, then stating the s nature thereof); and (ill) whether to the Party's knowledge the REA as of that 46A date 1s In full force and effect. }�g F. EXERCISE OF APPROVAL BIGHTS. 1. Wherever In this REA approval of any Party Is required, such 9 y " � approval or disapproval shalt be given within thirty (30) days following the receipt of the Item to be so approved or disapproved unless a different time limit Is provided in any Article of this REA, or the same Shall be f conclusively deemed to have been approved by such Party. Any disapproval shall specify with particularity the reasons therefor; provided, however, „�.. that wherever In this REA any Party Is given the right to approve or dis- approve In Its sole and absolute discretion it may disapprove without r.tug specifying a reason therefor. Each request for consent or approval shall contain reasonably sufficient data or documentation to enable the recipient to make an Informed decision. rl Y. Any document submitted for theconsent or approval of any Party shall contain a cover page prominently reciting the applicable REA Article t�,; �y%e.o... involved, listing the date mailed, and If applicable, containing a state - rent to the effect that the document or the facts contained within such t document shall be deemed approved or consented to by the recipient unless the recipient makes an objection thereto within the appropriate time period { jt specified in such notice, which shall be thirty (30) days unless this REA and said notice shall specify a different period. If the time specified In the notice Is Incorrectly or not set forth, the time limit shall be thirty (30) days unless a longer time period Is specified In the REA or in such n021Ce, In which case the longer period Of tire shall control Failure to specify such tl me shall not Invalidate the notice but simply shall require r.� the action o4 such Party within said thirty (30) day or longer period. 3. Wherever In this REA a lesser period of time Is provided for than the thirty (30) day period herel nabove specified, such 11 we limit shall not be applicable unless the notice to the Party whose approval or disapproval L` IS required contains a correct statement Of the period of time within which such Party shall act. Failure to specify such time shall not Invalidate Sara Lbacription: Larne, OR Document - Y aro. 1bc10 f-1993] 1990.11883 Pagm: 108 Of 155 _ Order: wgwq Coamment: F- SOSLGL 5011885 "' the notice but $Imply shall require the action of such party within said 01� thirty (30) day period. 4. Wherever In thli PEA provision Is made for approval "by the F ' c; a, Parties" such phrase shall man the approval of all of the Parties. 4 G. GOVERN ?NG <ANS. This REA $boll be construed in accordance with the Ia laws of the State of Oregon. F} it. 1N1 x Ty_ IIVVE AMO OrflARaiORy REti[[. In the event of any violation or threatened vl of att on by any Parson o9 any of the terms, restrictions, covenants and conditions of this REA. any of the Parties shall have the right to enjoin such violation or threatened violation or bring an action for specific perform, once in a court of competent )urlsdlction. Prior to the commencement of any such action, at least five (5) days' Written notice of such violation shall be " r given to the other Party or other Person responsible therefor. Any of the #.. Parties shall also have the right to bring an action for Declaratory Relief to - -SY prevent any threatened breach or default hereunder or to obtain such Interpretation or the provisions hereof as such Party shall desire. yap n• I. AD _EAUREPSW2. Nothing contelned in this REA nor any acts of the Parties shall be deemed or construed by the Parnas, or any of them, or by any third Person, to create the relationship of principal and agent. or of partner- ship, or of joint venture, or of any business association between any of the R Parties to EMS REA. J. lgj R P Lji;_DE0jC&U0 y. Nothing contained herein Shall be deemed or construed to be a gift or dedication of any portion of the Center to the n general public or for the general public or for any public purpose whatsoever. It being the Intention of the Parties hereto that this REA shall be strictly �e limited to and for the purposes herein expressed. qa r.. PAYtlENL_07LDEFB9LI. If pursuant to this PEA any Party Is compelled or is permitted and elects to pay any sum of money or do any acts which require the payment of money by reason of any other Party's (1) failure or Inability to perform any of the terms and provisions In this REA to be performed by such other Party, or III) failure to pay any other sum when duo to any other Party pursuant to the terms of this REA, the Party electing to pay any such sum shall give a written notice to the falling Party and If such failure Is not cured within thirty (30) days after receipt of such notice, the Party giving notice L -103- Description: Lassa, OR Document - Year.IbclD [-1993] 1990.11883 Page: 109 of 155 Order: rrgsrg Cornent: 0 J a 606LGL .... 9O118y'g L -l0a_ Deacription: Lane, OR Document - Yaac. Doc1D f-1993] 1990.11883 Pagr: 110 of 155 -- Order: rrgsrq Consonant: may such sum of money, and the defaulting party shall promptly upon demand, pay reimburse the paying Party for such sums, and all such sums shall bear simple Interest at the rate of one percent 0%) per annum over the then existing rate tf, of Interest per annum announced from time to time by Hells Fargo, N.A. as its "prime rate" (but In no event exceeding the maximum rate permitted by applicable usury lav), from the date of expenditure until the date of such reimbursement. Any other sums payable by any Party to any other Party pursuant i C i�l t0 the terms and provisions of this REA that shall not be paid when due a0d after Written notice In the manner provided in the preceding sentence shall am bur simple Interest at the rate of one percent (III per annum over the then existing rate of Interest per annum announced from time to time by Hells Fargo, N.A. as its "prime rate" (but In no avant exceeding the maximum rate permitted by applicable usury lav) from the data of expenditure In the case Of (1) above x %s fir. or the tlue date to the date Of payment thereof In the cast of (11) above until the date of such reimbursement. tK �, If repayment shall not be aada within thirty (30) days after such notice Is 1 given In the manner provided In the preceding paragraph, the Party having so ^yr' paid shall have the right t0 deduct the amount thereof, together with Interest ?�45 as aforesaid, without liability or forfeiture, from any sums than due or there- li after becoming due from it to the defaulting Party hereunder. Any deduction made by any Party pursuant to the provisions of this Section I .I I. from any sums due or payable by It hereunder shall not constitute a default In +. ti. the payment thereof unless such Party falls to pay the amount of such deduction k,. to the Party to wham the sum Is Owing within thirty (30) days after final adju- dication that such amount Is owing. The option given In this Section Is for the sole protection of the Party so paying and its existence shall not release 3' the defaulting Darty from the obligation to perform the terms, provisions, c,,events and conditions herein provided to be performed or deprive the Party 5 so paying of any legal ri ghti which It may have by rea50n of any such default. �•, L 1ATERT1ANALLY_211LUEP. M. RELEASE. Subject to the provisions of this Section and Section FF of Article 1, if a Party shall all, transfer or asslgn Its entire Tract or Its t •-' interest therein, or terminate this REA as to Its Tract pursuant to any provl- cion of thlS REA. it shall, except as provided In this REA, be released from L -l0a_ Deacription: Lane, OR Document - Yaac. Doc1D f-1993] 1990.11883 Pagr: 110 of 155 -- Order: rrgsrq Consonant: a 606LGL 1 1'14 9011883 Description: Larrse,OR Docununt - Year.I c1D f-1993] 1990.11883 Page.: 111 of 155 _- Order: swg Coamment: s 1 Its unaccrued obligations hereunder from and after the date of such sale, a�d or asst gnmen E. It shall be a condition precedent to the release and k !transfer discharge Of any grantor or assignor Party that the following conditions are satisfied: (I) such grantor or assignor shall give notice to the other Parties to this REA of any such sale, transfer, conveyance or assignment concurrently with the filing for record of the instrument effecting the saw, and 01) the transferee shall execute and deliver to the other Parties a written statement I In which: 0) the name and address of the transferee shall be disclosed; and "! (g) the transferee shall acknowledge las obligation and agree to be bound by { this REA (where appropriate, under 1!s Separate Agreement) and Dulon all obligations hereunder in accordance with the provisions of this REA (and such Y� Separate Agreement). Failure to deliver any such written skatawnt shall not i affect the running of any covenants herein with the land, nor shall such .y� failure negate, modify or otherwise of/at the liability of any transferee pursuant to the provisions of this REA. but such Poi lure still constitute e r to default by the transferee hereunder. In the event of any termination Or expiration of the interest of the lasses or any surrender thereof to the lessor or any noelnea of the lessor which shall "e F hold said Interest for the benefit of such lessor, the lessor and its a successors and assigns shall (notwithstanding any language in the lease or any k other Instrument, or In any instrument of surrender, preventing the merger of title In said lessor and notwithstanding the fact that such surrender may be {'. made to such a nominee of the lessor) be liable for the performance of the p,IPa�,i thereafter accruing obligations under and pertaining to the terms of this REA, s �`a¢j except that said lessor shall have the right to have the covenant of the Major as to Its Tract contained In Section A of Article XXI sunorcHated to Its to Mortgage. Interest as provided in Section C of Article XXI with respect a r' Anything in this Section to the contrary notrithstanding, it is expressly understood and agreed that In the event of any sale, transfer or assignment no Party to this REA shall be released arm its obligations to construct Improve- ments pursuant to the requirements of Articles V, VI or VII and to open floor Arca as provided In Article VII and to least floor Area as provided In Section D of Article V, nor shall any Major be released from its covenant to Operate pursuant to Article XXI, except as otherwise set forth herein, and in all Description: Larrse,OR Docununt - Year.I c1D f-1993] 1990.11883 Page.: 111 of 155 _- Order: swg Coamment: Description: Lorre, OR Document - Year. Ibc1D [-1993] 1990.11883 Papa: 112 of 155 Order: rrgrrq Coammnt: 606LGL 9011883 ,r 7," '7," events no such sale, transfer or assignment shall effectuate a release pursuant el to this Section until such successor In interest to the transferor Party has v4rJ expressly undertaken to be fully bound under the provisions of the REA and any h P Separate Agreement between such Party and any other Party In the place and p stead o4 the transferor Party. M l N. SES B�ILITy. If any term, provision or eondt ti on contained in this jtl REA shall, to any extent. be Invalid or unenforceable, the remainder of this 5 REA (or the application of such term, provision or condition to Persons or �Au„ circumstances other than those In respect of which it Is Invalid or unanforce- ' able) except those terms, provisions or conditions which are made sublect to or r d conditioned upon such Invalid or unenforceable term, provision or condition,^S a shall not be affected thereby, and each farm, Provision and condition o4 this REA shall be valid and enforceable to the fullest extent permitted by law, WY unless enforcement of this REP as so invalidated would be unreasonable or �q "^�) ;l grossly inequitable under all the circumstances or would frustrate the purposes �i of this REA. ni ¢ 0. Lg1lU&gE RLN NITN THE �aNO - d X00.5. The Drovi Slone of this REA 'v$• , shall, except as otherwise provided herein, run with the land, both with p ^'u"+ respect to the benefits and burdens created herein and affecting the Tracts,f and shall be bindl ng upon and Inure to the benefit of the successors and ;i S the respective Parties. This REA, and all the terms, covenants and assigns of ri�N �.1 conditions herein contained, shall be enforceable as equitable servitudes and 'apa•A ,..n u err constitute covenants running with the land under applicable law. v P. TINE 0F_FEggM,. Time 15 of the essence with respect to the ;, performance of each of the covenants and agreements contained In this REA. Y ti r 5, Q. tlA[YER OF o FAIyT,. No waiver of any default by any Party to this REA l lshall shall be implied from any omission by any other Party to take any action in '4J respect of such default If such default continues or Is repeated. No express , written wal ver of any default shall affect any default or cover any period of -^. . + time other than the default and period of time specified In such express c. ' waiver. One or more written waivers of any default In the performance of any term, provision or covenant contained In this REA shall not be deemed to be A , L waiver of any subsequent default in the performance of the same term, provision or covenant or any other term, provision or covenant contained In this REA. L -106- J Description: Lorre, OR Document - Year. Ibc1D [-1993] 1990.11883 Papa: 112 of 155 Order: rrgrrq Coammnt: 606LGL t` I 9011993 The consent or approval by any Party to or of any act or request by any other Party requiring consent or approval shall not be deemed to also or render {,.. unmgdaas,-v the consent to or approval of any subsequent similar acts 01 Sz Py , requests. The rights and reamd es given to any Party by this REA shall be ejr�pli deemed to be cumulative and no one Of such rights and remedies shall be 9 S lax or exclusive of any o4 the others. or of any Other right or remedy at t&0 equity which any Such Party might otherwise have by virtue of a default under �ji this REA, and the exercise of one such right or remedy by any Such Party Sha 11 n �A not Impair such Party's standing to exercise any other right or remedy. R. ENII0.E AGREEMENT. This PEA and the Exhibits hereto contain all the `"1e m i' r representations and the entire agreement between the Parties with respect to r` the subject matter hereof, other than the Separate Agreements. Any prior A a ,h} y correspondence, memoranda or agreements are superseded In total by this REA and t¢Ir Exhibits hereto. The provisions of this REA shall be construed as a whole s , according t0 their common meaning and not strictly for or against any Party.` S. 1NOEX AUdUSTMENI. As used In this REA, the term "[In 1999 DollarsP' ' :rw:1 shall mvmn and refer to the amount of the proportionate increase or decrease * for each year during the term of this REA In the Inpli[It Price Deflator of the . �j=gym Gross National Product of the United States, Issued and published by the United �A ,.y States Department of Commerce (1972.100) (the "I ndex'9, or any successor Index 'fi h , M' rq`v ! thereto, appropriately adjusted. In the event that the Index Is converted t0 a different standard reference base or otherwise revised, the determination Of a e' p th0 adjustment t0 be made with reference to the Index Shall be made with [110 -. le for the index as may I Sd use of such conversion factor, formula or table converting t is be published by the Department of Commerce or, if said 0eper tenant shall not r °$Ail factor. formula or table publish the same, then with the use of such conversion s a"'''rp as may be publ$shed by Prentice Hall, Inc., or other nattonally recognized by publisher of similar statistical Information as may be agreed upon the gvx, 55 Parties. If the Index ceases to be published, and there Is no successor ats Y thereto, then a reasonable substitute Index selected by Developer and approved by the Majors shall be utilizetl; or, If such a substitute index is not . available or may not lawfully be used for the purposes stated herein, then L 1 based upon a reliable governmental or other nonpartisan publication, selected by Developer, and approved by the Majors, evaluating changes In the cost of ! f L -107- —J Description: Lar1e,OR Docszment - Year. Ibc1D [-1993] 1990.11883 Papa: 113 of 155 Order: r+91r4 Commlent: L L -too- Deacription: Larre,OR Document — Year. IAwcZD f—lSr9.sf 1990.11883 Page: SSd of 155 Order: rrgwg Co.mmnt: 7 8-� _J 606LGL 9011883 sE�'y ' �• living or purchasing power of the consumer dollar, If such a publication Is +If available and may be lawfully used for the purposes stated herein. For the `lalxtiyhp?. purposes of calculating fluctuations In the Index, the calendar year of the date of this REA shall be considered to be the base year (the "Base Year"). g{ R with respect to any amount referred to in this REA to which the Index Adjustment is to be .ado, such amount shall for the purpose of calculating such ' ^ adjustment be referred to 1n this Section as the "Base Amount" and the Base Amount, d5 adjusted by the application of this Section, shall be referred to herein as the "Adjusted Amount". i 3# The Adjusted Amount shall be determined as follows: w With respect to each time at which the Index Adjustment Is t0 be made, the Base Amount Shall be Increased Of decreased t0 equal the product obtained by multiplying the Base Amount by a fraction, the numerator of which Is the p. average annual Index for the moat recent complete calendar year, and the denominator Of which 16 the dVlfd9e annual :radix for kn0 Base year- for purposes of this section, the Base Amount utilized for any Initial calculation made hereunder shall continue to be Utillied as the Base Amount for 1i each subsequent application of this provision. w T. 4pdriIERC6HI5• This REA may be signed In several counterparts, each of may: which shall be deemed am original, and all such counterparts shall constitute one and the same instrument. The signature of a party to any counterpart may ' 1 be removed Ind attached to any other counterpart. Any counterpart to which is w '✓riq�l attached the sl gnat a res of all Parties shall constitute an original of this PEA. L L -too- Deacription: Larre,OR Document — Year. IAwcZD f—lSr9.sf 1990.11883 Page: SSd of 155 Order: rrgwg Co.mmnt: 7 8-� _J 6O6LGL 9011883 THIS REA has been executed by the Parties as of the day and Year first above written and shall be effective upon recording in Official Records of Lana County, Oregon. "DEVELOPER" GATEWAY WALL LIMITED PARTNERSHIP, a South Dakota limited partnership By: General Growth Partners, Inc., ATTEST: General Partner 7 lMnn9—nom, BY: %�� s lst ant Secretary Jahn cksbaun, Vica PresienE t "TARGET" DAYTON HUDSON CORPORATION, a Minnesota corporation ATTEST: BY: � ASs latent Secretary Viae Pnsldant IMMn P.HN y. 1La mw«n AY,bnI SN,ebtl rONel sbrp L 1 Deacriptiom I., OR Do ..t — Year. Ib D f-1993] 1990.11883 Pager: 115 of 155 Order: *'gw'g Coaza ent: 606LGL „.., soiise3 pit la NOTARIES: t STATE OF Alb M N f50fR k' 'DEVELOPM 3 On this y� day of 1910, YM1e uncle rs lfined, a Notary Pub lc, ap STATE Of GLIFO0.NIA t eI and /•am j e __, personally known to me on the bassi�s" of T' COUNTY OF LOS ANGELES ) On this 15I day of 'FEB, 1934, before me, a Notary sly` ;11 Public, In and for the Jurisdictlon aforesaid, personally appeared i tohn� and Alan hLauer on behalf of General Growth Partners, Inc., to r me personally known to be the Vice President and Assistant Secretary, t , respectively, of General Growth Partners, Inc., the corporation that executed ' the within Instrument on behalf of GATEWAY HALL LIMITED PARTNERSHIP, a South • Dakota limited partnership, the partnership that executed the within instrument, and acknowledged to me that such corporation executed the sane as c, such partner and that such partnership executed the Sane. WITNESS my hand and official seal. I �aor•a , _ ttW1 5 Notary Public ff y ft: • r (Notarial Seal) My comml ssion expires L Description: Laxxe,OR Document - Year. WolD f-1993] 1990.11883 Page: 116 of 155 Order: s+gxrg cionaent: 'TARGET• r STATE OF Alb M N f50fR $s COUNTY OF aesna,ePin ) 3 On this y� day of 1910, YM1e uncle rs lfined, a Notary Pub lc, ap In and for said Wunty and State, personally appeared _T&LLP t eI and /•am j e __, personally known to me on the bassi�s" of satisfactory evidence to be thd$hycc Laeb+r) r S&..nd respectively, of DAYTON HUDSON CORPORATION, the corporation that executed the +,1 within instrument, known to me to be the persons who executed the within ' Instrument on behalf of the corporation therein named, and acknowled9ad to me that such corporation executed the within Instrument pursuant to Its by-laws or a resolution of it, board of directors. WITNESS my hand and official seal. *91 91 Ib bllc —__— s .. (Notarlal Seal) My Commission expiresasY�f — L Description: Laxxe,OR Document - Year. WolD f-1993] 1990.11883 Page: 116 of 155 Order: s+gxrg cionaent: F 606LGL 9011983 a EXHIBIT A PART I DEVELOPER TRACT I.alnnf no . vo3u eon w• oo• •a IH.69 1 •a[ I[ox [b 5 u[L ea[ la Ot t <u < • IS•Vef )' `ale` ]U.II H•[] ai...n<.°ai ]o.n eaa. •1°�n•n. ne . unao mot r.dw. <.[.. t • \.1[ i�� •. <[a o] .nl<n • bwn 1!'n5l' li' •e.i Qo ••NI Uaun<••Of 9e .5n L•[. 9 [ SB' ..t 1 e. It 4n. 1p to ]d• fl'O UP W ! llry l} (o'. S�•19 1...... nf.f6 [1. •t. •9 O H •�1 Onp t .l •]9°e. 91 <I nn[ e•tl lu. urvn ]• ... 919 ... ]}]. d0 lutl Jl. a nc.•<t i}Lf] b.p •IOnV M. •[e <I .a ].00 loot 9•tllue wrv• m [M 19x[ I[e. cno[ Ot MICY c cr. use 11• lU• 0]' Out 19.fd (••tl ,b Un[.00119.60 In0. •1<n9 n. <I 9 1]).c9 • 1u. Curve • btk I«n. c o[d n[ vnl[n n<[urnu r.5 ut9 tl U'n]9' S0' • 99.)5 to `I dbun[. OI °SU.U] b•l. al Ong [a[M 9[ )91].9] loot ndlu• Ou[v [< N• b[I lin• cn<[tl OI + r ]Dorn l' ]]• ]B` B• [ 1]9.91 lust 11 a 014un•O! 119.96 lot. 9Ou n \l' 10' IY xef Dorn 39- 4.' mu[••E B; ^9 't <1 • ]909.9) (Ont [ •n • t9[ b([ •1[[tl• �o [UI o[ un l<n Oun••0 ........ 1-0. d . n( ]98.00 Cott ••l urin` u1U .a 91n < Y 6!' 9U' Uo' M ]bY AU 1•rt n�i °f °mlm ln9. In L•n• fu n[Y• t•Y n n. ertl udl the nll ' NIn9 ta13' •M Y ee 1.1 u •uw o.« e, x.[191..1 '. n o• ] 9s' ] . ve�f. [ irnm• L.. n .. ...n ] ....... .. ..} .... „t•ua.n 11..•^ • 90• . v.... n.... ...n. ro3,. m oa.el a. •n [.n. mumro nn90.. L Description: Laney OR Document - Y a .Doc D [-1993] 1990.11883 Pagel: 117 of 155 _. Ozd : ]9gsg Cont: L 606LG1 9011883 EXHIBIT A PART 11 TARGET TRACT Beginning at a point being Worth 359.06 feet and Not fast Stan the Southu*st career Of the N. H. Stevens Land Olai. No. 46, In Saetlen 32, 1 ... ship 17 Soutb, West 09 the Wllluocts heridlant thence south BS' Cast 191.50 tett theme South a' 40' 00' West 146. thence South SS' 30' 00• Cast 176.76 test) thence 40' 00' Last 4.65 (.at; thence South 85' 20' 00. Sa toot: thence North 34' 39' 03• Cut 84.56 fo#tt thin 65' 20' 00' Cut 439.71 toot, thence South a' 3l' 65.36 Ism there* along the arc of a 338.00 tea curve to the tight (the chord of Whlah cone bears S 09, U' West 371.32 toot) a distance Of 390.59 fast South 6B' 40' 00' Wert 166.15 guts there* South 24' Cast 54.00 tastt thence South 66• 40' 00• West 60. thefts North 21• 20' 00• Wit 54.00 test: th.nte S 40' 00• West 317.49 Cuff thence West 365.65 Lett North 4• 40' 00• Cast $98.65 toot to the Point of 4 - In In Oan• County, Ocpon. Description: Lane,OR Document - Ye.r.Doc1D f-1993] 1990.11683 Page: 116 Of 155 _ Order: W Comment: F 606LGL scnlee3 L L EXHIBIT 6 PART Ill (' SHOPPING CENTER SITE f '' Beginning at a Point being North 0. 04. 00' Nast 135.69 fast free the Southeast corner of the N. X. 9asum Don tion 'and Claim No. 46, in Sect(on p 32. Tounah3p 17 South, Range 3 Nest of the £5 141113mette Neridlaa: thence South 681 40' 008 West 369.59 bet to the Westerly margin of Be Vacly Strood thence along $mid margin South 216 20' 008 Cast 391.02 fast to the W9ethaciy margin of Hallow Hoath thanes luving said NU tell, ea[4ln algn9 fall Northerly margin, Along the arc of • 3819.79 Loot radius curve to S the right (the chord of which cure. hears South 73' 1T' 169 Hest 296.51 [tell a distance of 4. 296.67 f.stl thence con[lnuln9 along said ...gin South 761 25' 348 Wast 73.40 test; thence "N contin0ing along said margin South 698 2P SI* Na&t 576.60 feet to the Easterly margin of Intestate 51 thence leaving said Northerly margin along the Easterly margin North 48 401 008 East 2647.76 lost; thence teAving said E46terfy margin North 896 4S' 208 East 1349.03 fest to the ` westerly margin of Gateway strut; thence along the Westerly margin the following course, and dist....., along the acc of A 53.00 toot radium r ` curve to the right (the chord of which curve Dura South 159 53' IV Nest 20.14 Last) a distance of 20.27 (eat, alongthe act of a 137.00 foot radius curve to the lett it chord of which curve hue, South 159 531 168 Wast 46.37 foot) distance of 49.56 Leet, South 49 56' 009 Nest 148.74 Leet, South 369 52' 049 Nut 33.13 foot. South 49 561 009 Nest MIS feet. South 379 41- 36- Cut 46.37 fast. South a9 56' 00' West 600.14 fast, along the see of a 2904.93 foot radius • to the left (the chord of which curve hear& South 2. 44' 208 West 232.46 (.at) . distant. of t' 223.53 test. along the acc of a 53.00 toot radius ,^ Curve to the light (the chord of Which tures heart South 119 10' 07' West 19.54 fast) a x di.t.noe of 19.66 test, along the acc of 6 127.00 {� s foot radius curve to the left (the chord of Which iiB•, cut we hears South 108 29' 568 Nut 49.75 fast] a , dlatanca of 50.07 (set, along the In .9 a 2917.93 toot callus curve to the Lott (the chord F of which curve bear. South 29 ll' 26' East 179.44 feet) a diataitca of 179.46 foot, South 17' 201 i 14' West 31.92 feat. South 5' 451 Oa' But 87.37 ht feet, South 399 48' 13' Isar 46.13 feet and along the etc of A 3904.93 foot .of.. our,. to the lett (the chord of which cucw. beacS South 99 49- + 02' Last 24a.43 feet) a distance of 240.50 faatl ` thence leaving said margin South 681 40' 00' West 267.40 Luc to the Point of Beginning' In Lane �. County, orogen. CONTAINING 71.50 aeras i Deacription: L&ne,OR Document - Y. Z)ucl7l) f-1993] 1990.11883 Paget: 119 of 155 Order: W9tvg C mmant: 0 606LGL 901188'3 EXHIBIT •H• NOT PLA FXAIBIT "B" SMELT' I & 2 Description: Lane, OR Document - Year. Doc1D [-1993] 1990.11883 Page: 120 of 155 Order: v Comment: 9011883 Se = /�14 P.S on �un�Lerne-At L '/Gia Maes L 11 Deaoription: Lam, OR Document -Year. IbclD [-1993] 1990.11883 Page: 121 of 155 Order: v Coa nt: 7 BBj Dom Door a T i -vi% %fit -__ Description: Lam, OR Document -Year. Ibc1D [-1993] 1990.11883 Page: 122 of 155 Order: BBgwq Coa nt: �m n SCJ $ i 9011883 s 4' l i; rn ue.o' x � I a � I _ I I i I � I I A W I j I i i $ I M' rn x s i I 1 i i Description: Lane,OR Docu nt - Year. Doc1D [-1993] 1990.11883 Page: 123 of Order: zzgwg C..nt: L"Y X�p�W �D►D __ _ _._.. moi• _ _ _ _ Description: Lame, OR Document - Y ar. Ibc1D [-1993] 1990.11883 Pags: 124 of 155 --- - - Order: vgeq Co.nt: 9011883 IQ Tse 9011883 Description: Lane, OR Docu nt - Year. Doc1D [-1993] 1990.11883 Page: 125 of 155 — Ord : v Coam,ent: 7 in F— L .Mm K Description: Lane, OR Document - Year. Doc1D [-1993] 1990.11883 Page: 126 of 155 - ------ -- Order: v Coamtent: ■ U 9011863 ------------ --T A- at r Deacription L.,OR Docutnnt -Year. lb D f-1993] 1990.11883 Page: 127 of 155 Order: vgtq C..nt: S I I � I Deacription: L.,OR Do ..t - Year. lb D f-1993] 1990.11883 Page: 128 of 155 Order: vgwq C..nt: 7 J 9011883 ��Illll�e� oN z 'D MrA C)IG) ru Description: Lane,OR Docu nt - Year. Doc1D [-1993] 1990.11883 Page: 129 of 155 Order: °+9x+4 Cont: rr �aiili °tyy iyy app sp gt g�`� pt p;pp;p 7 �® 7 q }• � pp .y ��{ I � ��9 le I S .T 5 Description: Lane,OR Docu nt - Year. Doc1D [-1993] 1990.11883 Page: 129 of 155 Order: °+9x+4 Cont: S011883 L L ---- Deacription: Lane,OR Docu t - Year. DociD [-1993] 1990.11883 Page: 130 of 155 Order: v Comuaenb i z' 1 L ---- Deacription: Lane,OR Docu t - Year. DociD [-1993] 1990.11883 Page: 130 of 155 Order: v Comuaenb i TARGET EXHIBIT "B" derwood ne qi L architect - Planner GATEWAY MALL amw..+ acme a� i SPRINGFIELD, ORISON L_ J Description: Lane,OR Document - Year. DociD [-1993] 1990.11883 Page: 131 of 155 --- - -- - - -- Order: v Coamtent: GENERAL GROWTH 15821 VINH l kA B ENCINO. CA H)I Description: Lane,OR Document - Year. Doc1D [-1993] 1990.11883 Page: 132 of 155 Order: v Coa nt: 901168,9 ZAL GROWTH OF CALIFORNIA 15821 VINII, I ll:\ lila l )..til I I I I:N('INO. (AI II-Ok\I,A �I ;r• Deacription: Lane,OR Document - Year. Doc1D [-1993] 1990.11883 Page: 133 of 155 -- -- '--"' Ozd : v Co.nt: L saiias3 �� • Deacription: Lam, OR Document -Year. IbclD [-1993] 1990.11883 Page: 13C of 155 Order: vgwq Coa nt: 7 0 9011881 A 11 1 Description: Lane,OR Docu nt - Year. Doc1D [-1993] 1990.11883 Pager: 135 of 155 Ozd : v C..nt: :7 9011883 i dbo:J L 11 Description: Lane,OR Docu nt - Year. Doc1D [-1993] 1990.11883 Page: 136 of 155 Order: v C..nt: r- M �� L` L C: 9O11ea� (I T Description: Lane, OR Document - Year. Doc1D [-1993] 1990.11883 Page: 137 of 155 Order: v Coamient: 9011883 Mai 000, 0o0a 0 T !i i Win. 'HixY� yy w ` m6 1 � 9 Ln , .gid; M �� L` L C: 9O11ea� (I T Description: Lane, OR Document - Year. Doc1D [-1993] 1990.11883 Page: 137 of 155 Order: v Coamient: Mai 000, 0o0a 0 T !i M �� L` L C: 9O11ea� (I T Description: Lane, OR Document - Year. Doc1D [-1993] 1990.11883 Page: 137 of 155 Order: v Coamient: L a i Deacription: Lam, OR Document -Year. IbclD [-1993] 1990.11883 Page: 138 of 155 Order: vgwq C..nt: soisee3 Y �1 �� - --- 4f F .., — --------- • i e 0 � C r � s idn5 •••::://l u IO 318 -0 v! , aV- 31. rr, g urr w-.. 4v IAA�S._7 MIT '41 111 ____� € e ■■ fir-- s 0 fr1c� Deacrrpnon La3re,OR Document - Y .IbcID [-1993] 1990.11883 Page: 139 of L55 _ - - -- -- Order: s+9s+4 Coammnt: I I I I 1! I I I I I I 11 II I I I I I I I Im 1� e I li I NSP � I Ly l I �a II � I Deacription: L.,OR Do ..t - Year.DJ D f-1993] 1990.11883 Page: 140 of 155 Order: vgwq C..nt: di Q ycy11lIxpp-».- n � Fb�ff�1 11 I1IHi u L I ® J Description: Larie,OR Docu nt - Y a .Doc1D (-1993] 1990.11883 Page: 141 of 155 — - - -_--- - 0rd : w Cont: a` "Pik s is prSr qr isiJ' b a a !yy ipp a I ip Y j Y„ _= qs i t ,�Y I u L I ® J Description: Larie,OR Docu nt - Y a .Doc1D (-1993] 1990.11883 Page: 141 of 155 — - - -_--- - 0rd : w Cont: ZAL GROWTH OF CALIFORNIA - - -- Description: Lam,OR Docuannt - Y ar. Ibc1D [-1993] 1990.11883 Page: 142 of 155 -- Order: wgaq Coammnt: Vit sOlieB9 „ � / ---- �O V V w'fX- COWILT G _A L EXHIBIT B' derwoc , I � GATEWAY MALL a[c�rt s f SPRINGFIELD, D EWN Description: Lane,OR Document - Year. Doc1D [-1993] 1990.11883 Page: 143 of 155 Ozder: v Coamient: FF � r' �• c} L EXHIBIT B' derwoc , I � GATEWAY MALL a[c�rt s f SPRINGFIELD, D EWN Description: Lane,OR Document - Year. Doc1D [-1993] 1990.11883 Page: 143 of 155 Ozder: v Coamient: is Deacription: La ,OR Document - Year. fb D f-19931 1990.11883 Page: 144 of L5� Order: v Coa nt: L Description: Lane,OR Document - Year. DoclD f-1993] 1990.11883 Page: 145 of 155 - 0r =: v Coamtent: 606LGL 9011883 EAHEOIT C ISMUN B111LOING HEIGHTS The maximum heights of the buildings In the Center shall not exceed the following dissensions, The dimenslons as Indicated for each building represent the exterior wall helghtincluding the parapet Sells, mechanical equipment pen thou sea, screens to hada the mechanical equipment and entrance structure cupolas and canopies above the finished floor elevation of each such bullding. DEVELOPER IMLI STORES! ENCLOSED HALL ;D feet TARGET STORE 22 het SEARS jB fen MELM NON-i{ALLBUILDING AREAS: NON -HALL BUILDING AREA 1 2E feet NON -MALL BUILDING AREA 2 2A feet NON -MALL BUILDING AREA D 24 feet NON -WILL BUILDING AREA q 23 feet WN -HALL BUILDING AREA 5 21 het 4 t� F L Description: Lann,ORDocuannt - Yaar. IbclD [-1993] 1990.11883 Pager: 146 of 15 Ordar: vvg Comment: 606LGL i ', 9Q116E3 ''s'a EXHIBIT D r,> SIGN0.I[ TERIA R These crtterla have been established for the purpose of assuring an outstanding shopping center, and for the mutual benefit of all occupants. € Conformance will be strictly enforced; and any Installed nonconforming or lh �i unapproved signs must be brought Into conformance at the expense of Occupant. 1 The Project Architect 15 to administer and Interpret the criteria. but Is i; not empowered to authorize any departure without written consent of the i 4 Parties. A. GEMEPdL IIESILIMMEMTS 1. Each Occupant shall submit or cause to be submitted to the Project Architect for approval before fabrication at least three copies of detailed �I- drawings covering the location, size, layout, design and color of the Proposed 'r sign, Including all lettering and/or graphics. " 2. Except as shown on Exhibit B, no signs shall be permitted on the exterior of the Enclosed Mall or Developer Mall g[orn unless approved by the Project Architect and the Parties. t 3. All permits for signs and their Installation shall be obtained by the Occupant or his representative. 4. occupant shall be responsible for the fulfillment of all requirement, and specifications. B. lHSIGN 0. I)MEMENT5 A 1. Signs shall be permitted only within the sign areas a5 designed by the Project Architect and as shown on ine approved improvement plans. 2. The horizontal dimension of signs Shall trot exceed two thirds (2)L of the width of store frontage. 3. the total d9^ area (rectangle enclosing each group of letters, fix.symbols or logos) shall not exceed ten percent (10D of the area of the stun 1`.'. front, and shall be located at least thirty-six inches from each lease fine. 4. While It Is deslred to permlt Occupant$ to Present to the public their typical sign image, signs which do not conform to the dimensions and Llucatlon described In Sectlon 5-2 above must be Submitted to the Parties for approval. L Description: Lazse, OR Docuannt - Y ar. IbclD [-1993] 1990.11883 Papa: Sd] of 155 Order: rrgeq Coaunent: 7 606LGL 9011883 L_ Desc-- -- n ription: Larv,OR Document — Y air. Ibc1D [-1993] 1990.11883 Papa: 148 of Order: rrgsrq Coamient: 5. No signs perpendicular to the face of the building shall be permitted b unless uniformly established by the Project Architect, and at shown on the Al approved Improvement plans. .. Yd" 6. No signs of any sort shall be permitted on canopy roofs or building 0045. t,; {' ]. wording 01 signs shall not Include the product sold except as apart of Occupant's trade name Or Insignia a N' 8. No sign, or any portion thereof, may project above the parapet or top of well upon which it is mounted. J �B� C. 9Etl.321 cPEClf 1CAtIONg { I. Painted lettering will not be permitted. except as specified under P' Article 04. L Flashing, moving or audible signs will not be permitted. ). All electrical signs shall bear the Ill label, and their installation w ' i� must comply with all applicable building and electrical codes. s 4. No exposed conduit. tubing or raceways will be permitted. No exposed m q r lighting shall be used on signs, symbols or decorative elements unless lute mon 7 i'� approved by the Parties: provided, however, exposed neon signs when held L together by a clear glass tubo framing system exposed to a window, Inside of a 'ar• Ilgn[ box and covered with a colored translucent or mirrored pl exl pias s. or r p �b moon Md directly on the storefront my be permf tied. Occupants shall be fully a� responsible for the maintenance and repair of neon signs and shall promptly ,., repair any broken or nonfunctioning neon signs. Any broken or nonfunctioning neon sign which Is not promptly repaired shall be removed. Any temporary � replacement sign shall conform to the Sign Criteria. s r S. All conductors, transformers and other equipment shall be concealed.. I. 6. Electrical service to all signs shall be on Occupant's meter and not n he part of Common Area construction or operation costs. p 1. All metal signs, bolts. fastenings and clips shall he of hot dipped dll. galvanized iron, stainless steel, aluminum, brass or bronze, and no black from materials of any type will be permitted. 8. Al exterior letters or signs exposed to the weather shall be mounted with at least 3/4" clearance from the building wail to permit proper dirt and v water drainage. L_ Desc-- -- n ription: Larv,OR Document — Y air. Ibc1D [-1993] 1990.11883 Papa: 148 of Order: rrgsrq Coamient: 506LGL 9()ZSBxzJ F 9. Location of all opening, for comdult and sleeves In 519A panels of building walls shall be indicated by the sign contractor on drawings submitted to the Project Architect. 619n contractor shall Install some In accordance with the approved drawings. 10. No sl gnmaker s's labels or other Identification will be permitted on LL the ezposed surface of signs. except those required by local ordinance which -�F latter shall be In an Inconspicuous location. -.; 11, Except within the Enclosed Nall, all penetrations of the building jr structure required for sign installation shall be neatly sealed In a watertight condition. Iz. Occupants shall repair any damage to any work caused by their sign +1i{ contractors work. 13. Occupant shall be fully responsible for the operations of Occupant's sign contractors. 14. Except as provided In Article NIX, pylon or pole signs will not be Panel tied. D. M=E Ian Ic REODIRIMIS 1, Each Occupant will be permitted to place upon each entrance of Its demised premises not more than 144 square Inches of gold leaf or decal Indicating hours of application tettering. not to exceed two Inches to height, 9 business. emergency telephone numbers, etc. 2. Each Occupant who has a non -c ustmer door for receiving merchandise nay have uniformly applied on said door in location, as directed by the nu Project Architect, in two inches high block letters, the Occupant's nate and h address. Where more than ono Occupant uses the same door, each name and § address shall be applied. Color of letters will be as selected by the Project A Architect, 3. Occupant may Install on the Enclosed Nall front, 1f required by the r U. S. Post Office. the numbers only for the street address to exact location stipulated by the Project Architect. Size, type and color of numbers shall be as stipulated by the Project Architect. 4. floor signs, such as Inserts Into terrazzo, etc.. shall be permitted within Occupant's cease line in tbetr store fronts, if approved by the Project Architect. - 0-3 - L Deacription: Lorre, OR D mmrrnt - Ywwerr. Ibc1D f-1993] 1990.11883 Pager: 149 Of 155 Order: rrgarq Commrent: `1 F 606LGL i t'= suises3 STORES E. MAJOR'S 1, The provlslons of this Exhibit D shall not be applicable to the,F 9 i' identification signs or loUos of the Majors and Sears, It being understood and yl,agreed that the Na]urs and Sears may install and maintain the lr customary and s� � usual Ida ntif lcdtlon signs and/or logos on Malr Store buildings (and any and all changes or replapments thereof), as the same exist on similar buildings � II operated from time to time by them in Oregon, provided, however, there shall be no roof -top slgnL mr signs which are flashing. moving or audible. 2. Nothing herein shall be deemed to prohibit the Na]ors and Sears from`ir. a�. Z having identification signs attached to the exterior facades of any mechanical F penthouse upon Its respective Store, provided that such sign($) shall not r' extend higher than the top of such penthouse. r F. E�1(flISIBAI(Dtl ' �1 = �� 1. In the event any conflict of Interpretation between the Occupant and I Project Architect as to the application of these critarla cannot be,�: the satisfactorily resolved, the Project Architect shell submit the design to the , '4 Parties; that, decision shall be final and binding upon the Occupant. Description: Lana,OR Docuannt - Y .Ibc1D [-1993] 1990.11883 Page: 150 of 155 Order: mm e C swsunt: F 606LGL Ir. 911118K3 C' - M EXHIBIT E m• M; A gl]�c ANDS %gt p, f n Aree p I. the surface of the Automobile Parking Area end sidewalks shall be G maintained levet, smooth and evenly covered with the type of surfacing x . ma terlal originally installed thereon, or such substitute thereof approved by 9 xr 1y ', er' the Parties as shall be to all respects equal thereto In quality, appearance and durability. ^ Z. All papers, debris. filth and refuse shall be removed from the Cantly, it f and paved areas shall be washed, steam Cleaned and/or thoroughly swept as required. All iweepleg shall be at Intervals before the Stores shall be open for business to the public, using motor driven parking lot vacuum [leaning vehicles where feasible. ' 7. All trash and rubbish containers located In the Common Area for the use of Pernl tie es shall be emptied dally and shall be washed at intervals �V sufficient to malntefn the same in a clean condition.Ilk � 4, All landscaping Shall be properly maintained, Including removal of 1 dead plants, weeds and foreign matt, and mote ,planting and replacement as s, the occas imn may require, S. All hard -surfaced .,,kings shall be Inspected at regular Intervals and�„-'` '. promptly repainted at the same shell hernia unsightly or Indistinct from veer 6 x ^i and tear, or oYM1er cense. ] 6. All storm drain catch basins snail be cleaned on a schedule sufficient Pz, to maintain all Storm drain sines in a free-flowing condition and all mechanical equipment related to storm drain and sanitary sever facllities �, z , 1 ° q shall be regularly Inspected and kept in proper working order.'1- "+ 1, All paving shall be Inspected at regular intervals and maintained In a P d first class condition. T B. All stairways shall be: tea swept and washed at intervals sufficient to maintain the same In a clean condition; (b) inspected at regular Intervals � [J promptly repatred upon the occurrence of any Irregularities or worn Land ,,,it... thereef, E1 L J Bpescription: Larre,OR BMcuasent — Y .DooID f-1993] 1990.11883 Page: 151 of 1.515 Order: a+9mrg Goamsent: 606LGL 9011883 i 9. All glass, including skylights, plate glass and/or glass -enclosed devices shall be cleaned at intervals sufficient to maintain the same In a di clean condition. j ?, 10. All surface utility facilities servicing tM1e Common Area, including. but not by way of limitation, hose bibbs, standpipes, sprinklers and domestle j1 water lines, shall be Inspvctud at rvgular Inte n'als and promptly repellant or Y-` rap/aced, as the oaasion may require, upon the occurrence Of any defect or q` malfunctioning. - 11, All Common Area amenities, belches, and institutional, directional, " traffic and other signs shall be Inspected at regular intervals, malnialmd in a clean and attractive surface condition and prorptly repaired or replaced upon the occurrence of any defects or Irregularities thereto. �.- li. All Iambs shall be Inspected at regular Intervals and all laws and i ballasts shall be promptly replaced when no longer properly functioning. 13. The improvements on and to the Common Area shall be repaired or K$"igA replaced with the materlals, apparatus and facilities of quality at least e,,ry"„a equal to the quality of the materials, apparatus and facilities repaired or replaced. 14. The Common Area shall be Illuminated In such areas as the Parties shall dm to rmine. at least one-half Mur before and during such hours of r darkness as any of the Stores shall be open for business to the public, and for a reasonable period thereafter (but not less than one Mull, and shall .A'rv.p also be Illuminated during such hours of darkness and in such manner as set �l';+� forth in Article IV -F-3. A� 15. In addition to Developer's obligations under Article X, 0ev el oiler " Iq shall use its best efforts to arrange with local police authorities to (a) a: S( patrol the Common Area at regular Intervals, and (b) supervise traffic direction at entrances and exists to the Shopping Center Site during hours and periods as traffic conditions would reasonably require such supervision. 16. The Parties shall use their best efforts to require their respective permittees to comply with all regulations with respect to the Comma Area, Including, but not by way of limitation, posted speed limits, dl rec tlonal markings and parking stall markings. L E-2 - Deacription: Laare,OR Docuaunt - Year. LbclD [-1993] 1990.11883 Page: 152 0£ 155 Order: rrgmg Coaevent: I a 606LGL 9011683 Il. With respect to all mechanical and electrical facilities and systems ha; ? serving the Enclosed Mall, including. but not by way of llml te4fon, Ma lighting facilities, vertical transportation facilities, heating, ventilating and cooling systems, and actuated or manually operated doors. Developer shall ''. (a) inspect the same at regular Intervals, (b) promptly repair the same upon the occurrence o/ any failure. defect or malfunctioning, and (J as respects the said heating. ventilating and cooling systems, maintain and Operate the same 50 as to comply with the performance spec lPl tattoos to Articles IV -F-8 'b. and X. IB. The heating, ventilating and pooling systems for the Enclosed Nell shall be operated In accordance with the provisions of the REA and of these Rules and Regulations, at least during the same hours of the same days that the heating, ventilating and cooling system serving any Stores Of the Majors shell be operating. 19. All surfaces of the Enclosed Na11 which are painted or otherwise finished shall be cleaned at regular Intervals, and repainted Or otherwise r�pi refinished at least once during every five-year period. and the calling of the Enclosed Hall shall be regularly cleaned, and painted or repainted, as necessary, giving particular attention to the areas surrounding the diffusers. 20. Ali of the Common Area shall be maintained free from any obstructions not perms tied under the REA, including the prohibition of the sale and dl splay .ivem't!s of mere Aendise outside the exterior walls of the buildings within the Center, Including those within any recessed area, except In areas specifically 1y approved within the said Center for such purposes by the Parties pursuant to the REA. B. Floor BL¢II ., I. All Floor Area. including vestibules, entrances and returns, doors, S' '� flxture S, windows and plate glass shall be maintained 1n a safe, ^eat and Clean condition. g. All trash, refuse and waste materials shall be regularly removed from the premises of each Occupant of the Center, and until removal shall be stored (al In adequate Containers, which such container$ Shall be located So as not to be visible to the general public shopping In the Center, and (b) so as not to constitute any health Or fire hazard or nuisance to any Occupant. E-3 - L De dption: Lane,Dlt Document - Year. Dc, ID f-1993] 1990.11883 Page: 153 of 155 Order: rrgwg Ccenment: 0 J Deacription: Lease, OR Document — Y u.Ibc1D [-1993] 1990.11883 Pagrr: 154 0£ 155 Order: rrgwq Cunaent: 606LGL I 9011883 i': l; w.,. 3. Neither sidewalks nor walkways shall be used to display, store or replace any merchandise, equipment or devices. � 4. No advertising medium, device, instrument or apparatus shall be,f ry utilized which can be heard or experlenced outside of the Floor Area, InCluding, without limiting the generality of the foregoing, flashing lights, wy ,. searchlights, loud speakers. Phonographs, radios or television. r ' S. No use shell be made of the Center or any portion or Portions thereof would (a) violate any law, ordinance or regulation, on, (b) constitute a t t which Ic; • �hMt� nuisance, (c) const) iota an extra-Aaaardout use. or ltl) violate, suspend or p�vf'� veld any policy or policies of insurance on the stores. *elle 5, Developer shall use its best efforts to require occupants of the Ai I� Developer Tract to cause all trucks servicing the retail facilities of S navel oper tract to load and unload Prior to the hours of the Center opening �p Na(. a� for business to the gen oral public. ° y g. All Occupants shall have their window displays, exterior signs and 1w " exterior advertising displays adequately Illuminated continuously during such€$ p( M1ours as the Enclosed Mali Is required to Operate. gip. - Eur-. °>` C, Cgngutt of P rsons. The Parties hereto do hereby establish the following rules and regulations �S' �p3 for the use or roadway z, walkways, Mails, Automobile Parking Areas, and other i ie{> m. Corson facilities provided for the use of Permittees. f I. No shad use any roadway, walkway or Mall, except as a means of person qT. egress Trom or ingress to any Floor Free and 0.0 [grebe le Parking Areas within IM1e Center, or atlJBceft public streets or such other uses as approved by the Parties. SUED use Shall be In an orderly manner, In accordance with the t�rti other signs or guides. Roadways shall not be used at a speed ,kt directional or in excess of twenty (20) miles per hour and shall not be used for parking or < k" stopping, except for the Inmedlate loading or un loading of passengers. No walkway Or Mali shall be used for other than pedestrian travel qr such other uses as approved by the Parties pursuant to the REA. ;11 2. No person shall use any Automobile Parking Areas except for the ,p`I parking of rotor vehi cies during the period of time such person or the i� occupants of such vehicles are mstomen or business Invitees of the Occupants bthln the Center. All motor vehicles shall be parked in an orderly manner I_ EA _ Deacription: Lease, OR Document — Y u.Ibc1D [-1993] 1990.11883 Pagrr: 154 0£ 155 Order: rrgwq Cunaent: F ; 7 606LCL au —1883 within the painted lines deflntng the Individual parking spaces. During peak periods of business activity, limitations may be Imposed as to the length If time for parking use. such limitations may be made In specified areas. Any such limitations shall be sub3oct to the approval of all of the Parties. 3. No person shall use any utility area, truck court or other area reserved for use In connection with the conduct of business, except for the specific purpose for which permission to use loan area Is given. 9. No employee of any business in the Center shall use any area for motor vehicle parking, except the area or areas specifically designated by the Parties Por employee parking for the particular period of time such use Is to be made. No employer shall designate any area foa employee parking, except such area or areas as era designated to writing by the Parties. I. No Parton, without the written consent of the Parties, shall to or on any part of the Common Area: (a) Vend, peddle or solicit orders for sale or distribution of any merchandise, device, se rvl ce, periodical, book, pemphbt or other matter whatsoever. (b) Exhibit any sign, Placard, banner, Nott,, or other written material. (,) Distribute any circular, booklet, handbill, placard or other material. (d) sollclt membership In any organization, group or association or conthbutlon for any purpose. (e) Parade. rally, patrol, picket, demonstrate or engage In any conduct that might tend to Interfere with or Impede the use of any of the Common Area by any Permittee, create a disturbance. attract attention or harass, annoy, disparage or be detrimental to the Interest of any of the retail establishments within the Center. (f) Use any Common Area for any purpose when none of the retell establishments within the Center is oPon for business Or employment. a• !` m 0 I within the painted lines deflntng the Individual parking spaces. During peak periods of business activity, limitations may be Imposed as to the length If time for parking use. such limitations may be made In specified areas. Any such limitations shall be sub3oct to the approval of all of the Parties. 3. No person shall use any utility area, truck court or other area reserved for use In connection with the conduct of business, except for the specific purpose for which permission to use loan area Is given. 9. No employee of any business in the Center shall use any area for motor vehicle parking, except the area or areas specifically designated by the Parties Por employee parking for the particular period of time such use Is to be made. No employer shall designate any area foa employee parking, except such area or areas as era designated to writing by the Parties. I. No Parton, without the written consent of the Parties, shall to or on any part of the Common Area: (a) Vend, peddle or solicit orders for sale or distribution of any merchandise, device, se rvl ce, periodical, book, pemphbt or other matter whatsoever. (b) Exhibit any sign, Placard, banner, Nott,, or other written material. (,) Distribute any circular, booklet, handbill, placard or other material. (d) sollclt membership In any organization, group or association or conthbutlon for any purpose. (e) Parade. rally, patrol, picket, demonstrate or engage In any conduct that might tend to Interfere with or Impede the use of any of the Common Area by any Permittee, create a disturbance. attract attention or harass, annoy, disparage or be detrimental to the Interest of any of the retail establishments within the Center. (f) Use any Common Area for any purpose when none of the retell establishments within the Center is oPon for business Or employment. [>eacription: Lane, OR LMcrmrnnt — Y ar. Lbc11) f-1993] 1990.11883 Page: 155 of L55 Order: rrgwg Comment: a• !` I Q„r sl� CC tsf �Cy - e -s a Y .. ` [>eacription: Lane, OR LMcrmrnnt — Y ar. Lbc11) f-1993] 1990.11883 Page: 155 of L55 Order: rrgwg Comment: Division of Chief Deputy Clerk LanDe�oo3.OJ3669 Lane County Deeds and Reeords �✓ES��H Tif/e rdl Esc�a,� (� 11f,7 3 VG 00442638200300536690 180184 06113/2003 Stti.Oo C kmoni CJq s or_ 99(�� RPR -AMEN Cntol Stn=5 CASHIER 07 IO:OO:48 AM $90.00 $10.00 $11.00 FIRST AMENDMENT TO CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT THIS FIRST AMENDMENT TO CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT (this "Amendment') is made and entered into this day of 2003, by and between GGP-GATEWAY MALL L.L.C., a Delaware limited liabiiI4 company (the successor in interest to Gateway Mall Limited Partnership, hereinafter "Developer") and TARGET CORPORATION, a Minnesota corporation (the successor in interest to Dayton Hudson Corporation, hereinafter "Target'). RECITALS: A. Developer and Target, or their predecessors in interest, have previously entered into that certain Construction, Operation and Reciprocal Easement Agreement dated March 13, 1990, and recorded on March 13, 1990 as Reception No. 90-11883 in the Official Records for Lane County, Oregon (the "REA"). B. Developer is the current fee owner of the Developer Tract, and Target is the current fee owner of the Target Tract. C. The Parties desire to amend the Plot Plan attached to the REA to: (i) permit the expansion of the Floor Area for the Target Store, and (ii) revise the layout of the Common Area and Developer Non -Mall Building Areas for the Shopping Center Site. D. The Parties also desire to amend the REA to: (i) permit up to 133,413 square feet of Floor Area for the Target Store, (it) revise the parking requirements for the Shopping Center Site, and (iii) otherwise amend and supplement the REA as specifically provided herein. AGREEMENT: In consideration of their mutual covenants and agreements contained in this Amendment, and for other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged by each party, Developer and Target hereby agree as follows: 1. Recitals A through D above are hereby incorporated into this Amendment and made a part hereof. 2. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terns in the REA. 3. The Plot Plan attached as Exhibit B to the REA is hereby superceded in its entirety by Exhibit B-1, attached hereto and made part hereof (the "Amended Plot Plan"). All t� \g"a""aNr"rsnt-r-"i„�nada I Description: Lam, OR Document - Y ae. 1)Jc1D 2003.53669 Paga: 1 of 18 eider: v Coneenb - - references in the REA to the Exhibit B Plot Plan shall mean and refer to Exhibit B-1 hereof. The Amended Plot Plan provides for: (i) the future expansion of the Target Store up to a total of 133,413 square feet of Floor Area at the sole discretion of Target; (ii) a revised layout of the Common Area of the Shopping Center Site; and (iii) the expansion of certain Developer Non - Mall Building Areas on the Shopping Center Site. 4. Notwithstanding any provisions to the contrary in the REA (including specifically Article VIII, Section A), there shall be permitted up to 133,413 square feet of Floor Area for the Target Store. 5. Article X, Section C of the REA is amended by deleting the first paragraph in its entirety and substituting the following paragraph in lieu thereof: "Subject to Article XVI, Developer and each Major shall have available within the Automobile Parking Area on their respective Tracts, at all times and after completion of construction thereof, not less than 4.0 automobile parking spaces for each 1,000 square feet of Floor Area on their respective Tracts, all in conformance with the parking layout as shown on Exhibit B." 6. Article XXV, Section A of the REA is amended to provide for revised notice addresses for Developer and Target as follows: "Developer: GGP-Gateway Mall L. L.C. c/o General Growth Properties, Inc. 110 North Wacker Drive Chicago, Illinois 60606 Attention: Senior Vice President—West Region With a copy to: GGP-Gateway Mall L.L.C. c/o General Growth Properties, Inc. 110 North Wacker Drive Chicago, Illinois 60606 Attention: General Counsel Target: Target Corporation Property Development 1000 Nicollet Mall Minneapolis, Minnesota 55403 Attn: Property Administration With a copy to: Sean D. Kelly Target Corporation 1000 Nicollet Mall, TPS 3192 Minneapolis, Minnesota 55403" f\ d.a Deaoription: Lazy, OR Doan nt - Y az. DJCZD 2003.53669 Page: 2 of 16 Order: v C..nt: 7. If there is any conflict between the provisions of the REA and this Amendment, the provisions of this Amendment shall control. Except as supplemented and amended by this Amendment, the REA is ratified by the Parties and remains in full force and effect. S. Each of the Parties represents and warrants that it has the full capacity, right, power and authority to execute, deliver and perform this Amendment, and all required actions, consents and approvals therefor have been duly taken and obtained. Furthermore, Target and Developer represent and warrant that upon full execution of this Amendment, the REA as amended by this Amendment shall be binding on all parties with any interest in their respective Parcels, including, without limitation, the holder of any mortgagee's interest, their successors and assigns. 9. The provisions of this Amendment and the REA are for the exclusive benefit of the Parties and not for the benefit of any third person; this Amendment and the REA do not confer any rights, express or implied, upon any such third person; and there are no "third party beneficiaries" to this Amendment or the REA. _ 10. This Amendment may be executed in counterparts or with counterpart signature pages, which upon execution by all Parties, shall constitute one integrated agreement. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and effective as of the date set forth above. [SIGNATURE PAGES TO FOLLOW] cl.�umwuyvmigtt-rca-mnunJd"c Description: Lar ,OR Doan nt - Y a .DoarD 2003.53669 Page: 3 of 16 Order: v C..nt: GGP-GATEWAY MALL L.L.C., a Delaware limited liability company By: GGPLP L.L.C., a Delaware limited liability company, its managing member By: GGP Limited Partnership, a Delaware limited partnership, its managing member By: General Growth Properties, Inc., a Delaware corporation, its general partner By: An Authorized Officer STATE OF ILLINOIS COUNTY OF COOK BEFORE ME, the undersigned authority, personally appeared tome known and known tome to be the individual described in and who executed the regoing instrument as President of General Growth Properties, Inc., a Delaware corporation and general partner of GGP Limited Partnership, a Delaware limited partnership and the managing member of GGPLP L.L.C., a Delaware limited liability company and the managing member of GGP-Gateway Mall L.L.C., a Delaware limited liability company, and who acknowledged to and before me that he executed such instrument as such President of said corporation and that said instrument is the free act and decd of said corporation. WITNESS my hand and official seal this ;� day of , 2003. E tem emom CC RN"FJffft 847605 cA.gat—a vase(-�-ao,e„d.do ��MQi07y�� o�bic -\�Y'�WG My Commission Expires: Deaoription: Large, OR Document - Y a .DoarD 2003.53669 Page: C of I6 Order: vgeg Coamtenb _— TARGET CORPORATION, a Minnesota corporation By: - Name: U Ccoi'a A. Nelson Its: Vice Presie,-w l @ramjet Stores STATE OF HA,(e-50 q ) COUNTY OF a/l ) BEFORE ME, the undersigned authority, personally appeared :7-,4#A1. to me known and known to me to be the individual described in and who executed the foregoing instrument as V, ep President of Target Corporation, a Minnesota corporation, and who acknowledged to and before me that he executed such instrument as such XCe.� President of said corporation and that said instrument is the free act and deed of said corporation. WITNESS my hand and official seal this j6� day of dn,., 1 .2003 "� THOMAS FRANCIS OAWSON Notary Public Minnesota My CWM1 siw W!Ms Jan. 31, 20W This instrument was prepared by and after recording should be returned to: Charlene M. Sarto General Growth Properties, tne. I10 N. Wacker Drive Chicago, IL 60606 P\..\gv¢wvy\Wrge1-rw�mend.doe N aro Publ' My Commission Expires: 17116 3j D Description: Lazy, OR Docunnnt - Y az. DoarD 2003.53669 Pa : 5 of SA Order: v C..nt: 2 3 4 5 5 0 0 Description: La ,OR Order: v Coa nt: U E F — i e i ii Lr1 d/�GN TYPI( PLAN a 60 P) H H ^ v� H H NDSCAPI PAINED N DIWLED r -_-- I = ---------- Lam_-----_-�- _ 24 p I TARGI 'I \ 32 0 V N` I NII NON -MALL BUILDING AREA NO.5 I / NOT TO E%GEED FOUR BUILDING ENVELOPES AND 50,900SF Z � o� 173 n\ i'I I i I Document - Y e .DocDD 2003.53669 Page: 6 of 18 I E F G H I J K TYPICAL PARKING AISLE STRIPING 60 PARKING 90 PARKING 60'-0 NAMF 18'-0" 18'-0" 19'-0" 18'-0" IB' -0" 18'-O" 18'-0' 24'-D" 18'-0" 18'-0" i 1. SEARS) 2. iMGEi / ]. CINEMA I 4. EMPOR I 5. OEPPAI H h I 6. MOVIES ON H II I. OEVEL( } C } } 0. OEMELC OSCPPEO 14AND, 10. PAINTED NO PARKING ISLPNO IPN08CAPE0 ISLAND OEVELC II. OEVELC DISABLED PARKING SPACE WHERE OCC RS PAINTED NO PARKING ISIANO 12. OEVELC 1]. DEVELC 4. KIOSKS III NON -MALL NON -MALL NON -MALL [� NON -MALL PLAN _ NON u NON -MALL - �lLLP STMOMD COMPACT V PARKING R 4.5 PER 1 ---------------------------------- _ _ _ _ _ — _ — _ _ — _ — _ _ _ _ _ — _ _ _ _ _ _ _ — _ — _ _. V —r I it U I: TARGET ONELEVEL _ EL. 4pJJ.5' O t Description: .La41e,OR Doce t - Year.D cZD *201 Order: w CoW nt: ^• - 226'-6 1/i 1 I a EMPORI � ONE LEVEL + 1 82 e D 1 r H :T n STORES F STORES F ;o TARGE COURT ------------ I. Plage: ] of 18 - R_ K L M N O P DEVELOPMENT DATA GROSS BUILDING FLOOR FUTURE ARE. AREA CXRANSION _ I 1. SEARS/DEPT. STORE 'A' 119.5555F 113,577SF 1 i 2. TARGET/DEPT. STORE "B' 116,1505E 111,6115E 20.8005E 3, CINEMARK/DEPT. STORE "C' 78,511 OF 78,511 SF 4. EMPORIUM/DEPT. STORE 'D" 51,247SF 50,097SF _ 5. DEPARTMENT STORE "E' 98,3405F OSF 98,34051' 6.MOVIES/DEPT. 'M' 79 SF 3795 SF SUB -TOTAL 502,357SF 393752SF _ 11 J. DE OPER MALL SHOPS i' 35,306SF 34,152SF B. OW ELOPER MALL SHOPS "G' 16651SF 69,187SF 9. DEVELOPER MALL SHOPS 'H' 23,770SF 22,608SF 10. DEVELOPER MALL SHOPS 1' 16.5115F 13,494SF 11. DEVELOPER MALL SHOPS 'J' 68.783SF 60.377SF 12. DEVELOPER MALL SHOPS 'K' 47.089SF 44.3595F 13. DEVELOPER MALL SHOPS 'L' 7,373SF 5,7355F 14. KIOSKS (15 0 227 SF/E4) 3 40 SF 914SF SUB -TOTAL 278.994SF 2507265F III NON -MALL BUILDING AREA I BAOOSF 7,5005F NON -MNL BUILDING AREA 2 2,500SF 1,3005F NON -MALL BUILDING AREA 3 5.3005E 5,25OSF NON -MALL BUILDING AREA 4 7,000SF 3,6005F NON -MALL BUILDING AREA 5 Sg9OOSF 50,8575E NON -MALL BUILDING AREA'6 7,000SF 6.9175F NON -MALL BUILDING AREA 7 JESF 312SF SUB -TOTAL 80,820SF 75.536SF TOTAL862,1715E 72g014SF _ _ _ _ _ _ ,CTT PROPLiEO J,19T STANDARD COMPACT (MAXIMUM 10% TOTAL) V PARKING RATIO 3241 4.5 PER 1000 SF/FLOOR AREA LL _—_N._4'40'00: E. _-_-_-_-_- OPEN TRENCH DRAINAGE EASEMENT - — - — - — - — _ _ _ _-- __ _ _ _ R +RANSMi55iBN' EAS€MENT MES! PYa ice_ ----6 - -_ - -_i 226' 1 I - ________ I EMPORUM a ONE LEVEL + METAL 82 j e D I OMPACT CI H COMPACT LOADING Y1 ` n ` AREA TOILETS STORES F STORES G STORES G YI STOE S G ._— y.P__' P�pF.nSs9fl�-rc145aaiiE�_ Description: L.nt: Document - Y ar. A7 2003. Page: 8 o- _ order: co,.mlent: •� "' •___------------------ -�,,,,�,,,�„ „,„ ...,LC ZRIE-LEVE�-__ 1+9e4 ®AREA PLAN i I 421 �I 1 \ N NON -MALL BUILDING AREA N0.5 I NOT TO EXCEED FOUR BUILDING ENVELOPES AND 50.900SF I z i\ ii 173 I A � ,m VNILAMN IM I 'I NG Description: Laze, OR Docu nt - Y a .DocDD 2003.53669 Page: 9 of 18 f 0�\� Order: v Cosa�enb _. - _— ----- —______ -'R-l0 S!P C01 V PPF 4.5 —--- I —_—---- _—_--- --- _ _ _ — _ — --- —_ — _ -- — _ — _ — _ _ _ _ _ _ _ — _ —___—F n ; 1 j < EMP! COMPACTO I � � ONE LEVI V TARGET EXPANSION RUCK DO K 1 sz I j 1n N N TARG ET COMPACT n 1 ONE LEVEL < _ _ EL. 473.5' B z 1 STORES F STORES F •_ •• :o TARGET COURT ------------ —____---TARGET y?? --P---___ TARGET EXPANSION BIKE RACKS (4) P STORES K 1 c 1 TA GE TR CT \ Nk'- Description: La ,OR Docu nt - Y a .a Order: v C..nb x o" 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2003.53669 Page: 10 of 16 .1 Tn r,,— -- ..m —.— FOOD ['oACKS (2) --SL-; A 18 NON -MALL BUILDING FRFA 5 - /.000SF 3,6005F NON -MALL BUILDING MU 6 I 50,900SF 50,95]SF NO R-R ILOING AREA ) 7.000SF 99IJSF 205E ASF SUB -TOTAL 62,9405E 75.5365F _ __ _ _ _ _ _ _ _ _ TO➢L & - -N-TOi0. YAiRINC PRONGED — _ _ _ _ _ Bfi2,3.791 RC,45F — _01 ].]9d COMPACT COMPACT (A4VAMUM 10% TOTAL) V PARKING RATIO 4.5 PER 1000 SF/FLOOR AREA 3,241 ____________ N._4'40'OO_ E______. OPEN TRENCH DRAINAGE EASEMENT I F226'61/16- El- ce_--__0ORIA0 KVEL + METALCOMPACT COMPACT COMPEGOADING _ STORES F STORES F STORES K I)eacription: Lann�OR Ordar: wgwq C'omm�nt: STORES G STORES J MOVIES 12 THEATRE M TOILETS STORES G A/C -MAL' DRElEVEC- -_ _: EL. 439.5' MAINT L AREA AREA ......,f -T1 f No MAa ou: EA NOIYO EXCEED TWO"JIL 1.3005F 5,2505F 3,6005F 50,69SF 6.917SF 1 SF 75.536SF INTERSTATE 5 _ _ _ - _ _ - - - 7R0.0145F _ _ _ _ _ _2647.76'______--- iRAN5M15swt €A3€RENT ME CENT PYLON LGN I 1 ` n m BIKE RACK BIKE RACK CINEMARK 17 210'-e' 'S 17 VONE LEVEL C 8 _ P OR T 10 ; 72' I,on0w _ SEARS TOILETS IfREA Q KE RACk LOADING AREA LOADING AREA A <40j ONE LEVEL 5i0RE5 H r EL. 433.5' GG STOOGG of n - m BIK —r —.__-. - w .. 2 32 -C �lJET-EVES___ __ 1 275' _ 5.RFAm STORES J MAINT. 1j STORES I ",AREA m 0 —_--- ' —K — _ � CO AC OR COMPACTOR NO AN —.BIKE RAC -' �I - LOADING I I _ AREA i I i 1 i � E II s7 I I I I I I I 151 NN- UILDING FA N0.7 N T TO 120 0 \ 4 r--fe)r �I Oea :ption: ..nt: Docunnnt - Y ar. Ibc1 2003.53669 Page: 12 of Order: vgeq Comm�nt •"•• •�` � � � -1— 1 . _... _.... __.. ......,. 1 1 MONUMENT SIGN ®TRAFFlG SIGNAL SIGN GATEWAY LOOP_ Description: Lane, OR Docu nt - Y a .Doc D 2003.53669 Page: 1 of 18 Order: „ C..nt: SITE PI NOT TO C a--—�I I I 42 I- 24 a —- 11 bI 1 ` SII I Li V5 1 NII I 32 0 1 V NI 1 \ mI m NON -MALL BUILDING AREA 11 NOT TO EXCEED FOUR BUILDING II n` II ENVELOPES AND 50,9005E 1 \` 67 ^a\ AllN TARGET ONE LEVEL EL 433.5' B z I T Description: Lar ,OR Docu nt - Y a .Doc1D 2003.53669 Pa : 14 of 18 Order: v C..nt: TARGET EXPANSION BIKE RACKS NON -MALL NOT TO E) \ ENVELOPE s \ 5 9 ---e-------�------------ - -- --_—__—_—_—_1 226'-61/16° n 1 EMPORIA j COMPACTO 1 ONE LEVEL + METAL TARGET EXPANSION TRUCK DO K 1 Sz _ D H COMPACT TARGET -= j ONE LEVEL IKE RACK _ EL. 473.5' _ _ B z 0 0 STORES F STORES F ' - I n TARGET iARGET COURT______________^__Z — ----- STORE. J EXPANSION 4/ 2 P -- �~1 BIKE RACKS (4) P F- ------ ----STORES STORESK STORE 6 �I COMPDINACTOR o 1 OAG AR 01 d' COMIC 44 1 J TA GE TR CT FOOD ICOURT Fr 1 _ RANSIT HELTE STO 1 INE r-� CKS (2)--�--' -- 485 5 BIKE RA ,\ 1 ,\ 1 1 1 80 1 \ 1 1 1 c0"+Racr C NON-HPLC BUILDING AREA NO.1 e 18NOT TO ONE ENVELOPEXCEED AND S,000SFUILOING 5• NON-MALL BUILDING \ 0.2 NOT TO EXC w9 65 BUIL 0 ENVELOPE A D 2,5 SF N \ CENTER PYLON SIGN--� (8) -. 2'33'26• E R=291"1.92 10 ( ) MONUMEN�OSIGN Description: Lar ,OR Docu nt - Y a .DocDD 2003.53669 Pa : 1 of 18 _ Order: v C..nb I ' - 1 I 1 I COMPACTO ; 82 ION TRUCK CO K 1 COMPACT Zn 1 J \i 1 STORES F STORES F n 1 I' TARGET COURT TARGET 4,/ 22 _ — _ _ _ CIG III R _ EXPANSION BIKE RACKS (4) P STORES K EMPORIUM ONE LEVEL + METAL D H 1 OADING AREA 01 1 i 1 I T o-�yy FOOD 1 RANSIT STO T HELTE 1 1 1 / 1 1 1 1 80 1 I 1 1 NON -MALL BUILDING AREA N0.1 v NOT TO EXCEED ONE BUILDINGNON-MA ENVELOPE AND 8.000SF 5 NOT TO 65 0 ENVELOP CENTER PYLON SIGN -1(e) 0) MON / 493 240 43 k>2g0 ` 5 g• 49 02 Deacriptmo : Lene,OR Doc nt - Y a . Order: v C..nt: I I I � 190 I I �c— COMPACT COM\ PACT LOADING 'h \ STORES G �{' STORES C I_I --------- 72fi'_____ _____—ENCLDSE6 A/C�FALC c�Pl EL. 439.5' STORES J MOVIES 12 THEATRE M W» - TO 44 _ UMEN� SIGN N CINEMARK 17 210'-e` p8 1 ONE LEVEL 78. C I ® L SEARS TOILETS ggEA N E KE RACK- n LOADING AREA A m ONE LEVEL O EL. 433.5' $TO S G of STORES K STORES G STORES J lV STORES I m40— r----- —BIKE RACI n _ 1 GATEWAY STREET Description: Laz ,OR Document - Y a .Doc1D 2003.53669 Page: 17 of 18 Order: v C..nt: i n rc N aIKE RACK BIKE RACK 210'-9" �O 0 17 -MONUMENT SIGN 79' U P OPPNE _ _ _ GATEWAY LOOP I]2' m SEARS .1 25U A °° I ONE LEVEL ry EL 433.5' M II BIK RACK 32' EA n -1. � I 1 48 I CTO G AR Im \ IZ U 37 3 I 0 1 e e I J N-MAL ILDING EA NO.h J T TO 120 \p I 0 E B ED N AREA N0. N ALL UILDINC A N0. 0 EXCEED 7W0 BUIIDIN N E% ININC O E VEL PES D ],OW I - SIT Q 1 --1 S. a•sa'ao° W. taa.]a' N0 900.14' 'MONUMENT SIGN --- ®TRAFFIC ----- SIGNAL GATEWAY MALL SPRINGFIELD, OREGON TARGET EXHIBIT "B -!x r 0 50 100 150 20 250 Description: Lane,OR Document — Y a,.I c1D 2003.53669 Page: 26 of18FET Order: srgwq Coamlenb _ ..... --- DISCLAIMEF iFia drpwin^ contains ane or n, p presented a GrapMc forma! ( he General Groxth P cperlies, Inc. ("Gen mfarmpticn purposes of end xithpu pied .n,emoewer. Yoe r i st,ctcd on.lmedpn doaemenls. ,ne oro. by any General GrpxN engineer, prct respect to opplicoble lawn or enNlna a Represents only opPronimple shape Ac o' site lfeatures s am:c ealal Lane County Clerk 2013056601 Lane County Deeds and Records After Recording Return To: 1111111111p1111111Jill IIJill 11111111111111111111 $97.00 Attn: Kristy Nlarleau 01403071201300868070080083 First American Title Insurance Company 10/29/2013 10:26:00 AM 801 Nimllet Mall, Suite 1900 RPR—AMEN Cnt=1 Stn=40 CASHIER 01 $40.00 $10.00 $11.00 $16.00 $20.00 Minneapolis, IAN 55402 Recording Cover Sheet — Oregon This cover sheet has been prepared by the person presenting the attached instrument for recording. Any errors in this cover sheet do not affect the transaction(s) contained in the instrument. 1) Titles of Transaction(s) SECOND AMENDMENT TO CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT 2) Grantors) GGP-GATEWAY MALL, L.L.C. c/o General Growth Properties, Inc. 110 North Wacker Drive Chicago, IL 60606 Target Corporation Attn: Real Estate Portfolio Management/10612 1000 Nicollet Mall Minneapolis, AN 55403 First American Title NCS-365000-104-MPLS Description: Large, OR Document - Y ar. Doc1D 2013.56807 Paga: 1 of 8 Ozd : v consent: 0 0 SECOND AMENDMENT TO CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT THIS SECOND AMENDMENT TO CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT (this "Second Amendment") is made and entered into this ;_day of loece m be r , 2006, by and between GGP-GATEWAY MALL L.L.C., a Delaware limited liability company ( the successor in interest to Gateway Mall Limited Partnership, hereinafter "Developer") and TARGET CORPORATION, a Minnesota corporation (the successor in interest to Dayton Hudson Corporation, hereinafter "Target"). RECITALS: A. Developer and Target, are al I of the Parties to that certain Construction, Operation and Reciprocal Easement Agreement dated March 13, 1990, and recorded on March 13, 1990 as Reception No. 90-11883 in the Official Records for Lane County, Oregon (the "Original REA") and that certain First Amendment to Construction, Operation and Reciprocal Easement Agreement dated May 5, 2003 recorded on June 13, 2003 as Reception No. 2003-053669 in the Official Records of Lane County, Oregon (the "First Amendment") (the Original REA and the First Amendment, as further amended herein, are collectively referred to as the "REA"). B. Target is the current fee owner of all of the Target Tract. C. Developer is the current fee owner of all of the Developer Tract. D. Pursuant to Section XXVI A. of the REA, the REA may be amended by a written agreement signed by all Parties. E. The Parties desire to amend the REA to revise the plot plan currently attached to the First Amendment as Exhibit B-1 (the "Amended Plot Plan") (i) to provide for the expansion of the Floor Area for the Target Store by permitting the construction of a second level thereon, (ii) to provide for the redevelopment of buildings on the Developer Tract, including the construction of a two story building for Kohl's; and (iii) to permit other modifications as provided herein. AGREEMENT: NOW, THEREFORE, in consideration of their mutual covenants and agreements contained in this Second Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are herby acknowledged by each Party, Developer and Target hereby agree as follows: I. Incorporation by Reference. Recitals A through E above are hereby incorporated in this Second Amendment and made a part hereof. Description: Lar ,OR Doan nt - Y ar. DocrD 2013.5680] Page: 2 of 8 Order: vgeg C..nt-- 0 0 2. Plot Plan. The Amended Plot Plan attached as Exhibit `B-I"to the First Amendment is hereby deleted in its entirety and replaced with Exhibit `13-2" attached hereto and made a parthereof. All references in the REA, to Exhibit "B" and Exhibit `B-1" Amended Plot Plan shall mean and refer to Exhibit "B-2" hereof. 3. Building Heights. Exhibit "C" Maximum Building Heights attached to the REA is hereby deleted in its entirety and replaced with Exhibit "C-1" attached hereto and made a part hereof. All references in the REA to Exhibit "C" shall mean and refer to Exhibit "C-I"hereof 4. Target Expansion Rights. Target shall have the right, but not the obligation, at any time or from time to time to expand the Target Store by adding Floor Area on a second level to such Store. If required by any such expansion, Target shall construct additional parking area in a location on the Target Tract first approved by the Parties to meet the requirements of Articles X (C) of the REA. 5. Notice. Target's current notice address for all purposes, including without limitation XXV A. of the REA, is hereby changed to: Target Corporation Target Property Development 1000 Nicollet Mall Minneapolis, MN 55403 Attn: Real Estate—Existing Stores Developer's current notice address for all purposes, including without limitation Section XXV A. of the REA, is hereby changed to: with a copy to: GGP-Gateway Mall L.L.C. c/o General Growth Properties, Inc. 110 North Wacker Drive Chicago, Illinois 60606 Attention: General Counsel GGP-Gateway Mall L.L.C. 3000 Gateway Street Springfield, Oregon 97477-1014 Attention: Mall Manager 6. COnfliet"atifleation. If there is any conflict between the provisions of the REA and this Second Amendment, the provisions of this Second Amendment shall control. The REA is ratified by the Parties and remains in full force and effect and remains unaltered Deaoription: Large, OR Doan nt - Y ar. DocZD 2013.5680] ]? g : 3 of 8 Order: v C..nt: 0 0 except to the specific extent amended herein. Each of the Parties represents and warrants that it has the full capacity, right, power and authority to execute, deliver and perform this Second Amendment, and all required actions, consents and approvals thereof have been duly taken and obtained. Furthermore, each of the Parties represents and warrants that upon full execution of this Second Amendment, the REA as amended by this Second Amendment shall be binding on all parties with any interest in their respective Tracts, including., the holder of any mortgagee's interest. 7. Entire Agreement. This Second Amendment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining thereto. 8. Exclusive Benefit. The provisions of this Second Amendment and the REA are for the exclusive benefit of the Parties and not for the benefit of any third person; this Second Amendment and the REA do not confer any rights, express or implied, upon any such third person; and there are no "third party beneficiaries" to this Second Amendment or the REA. 9. Captions; Capitalized Terms. Except as otherwise expressly provided herein, capitalized terms used in this Second Amendment shall bear the same meanings assigned thereto in the REA. The captions set forth herein are for convenience only and are not a party of this Second Amendment. 10. Counterparts. This Second Amendment may be executed in counterparts or with counterpart signature pages, which upon execution by all Parties, shall constitute one integrated agreement. [Rest ofpage intentionally deft blank, signature pages follow.] Deaoription: Large, OR Doeu nt - Y ar. DoeTD 2013.56807 Pa : C of 8 Order: v C..nb - - 0 0 IN WITNESS WHEREOF, the undersigned has executed this Second Amendment effective as of the day and year first above written. GGP-GATEWAY MALL L.L.C., a Delaware limited liability company By: GGPLP L.L.C., a Delaware limited liability company, a managing member By: GOP LIMITED PARTNERSHIP, aDelaware limited partnership, its managing member By: GENERAL GROWTH PROPEKl'IES, INC., a Delaware co oration, a] partner `� \ By: Authorized Officer STATE OF ILLNIOIS COUNTY OF COOK BEFORE ME, the undersigned authority, personally appeared ��'t�f �rtt �QN p'L , to me know and known to me to be the individual described in and who executed the foregoing instruments as an Authorized Officer of General Growth Properties, Inc., a Delaware corporation, which is the general partner of GOP Limited Partnership, a Delaware limited partnership which is the managing member of GGPLP LLC., a Delaware limited liability company which is the managing member of GGP-Gateway Mall L.L.C., a Delaware limited liability company, and who acknowledged to and before me that he/she executed such instrument as such Authorized Officer of said corporation and that said instrument is the free act and deed of said corporation on behalf of the entities therein named. WITNESS my hand and official seal this jj�day of &J(,I, 6e/ 2006. Notary Public OFFI=SEAL" My Commission Expires:1h444LESLEENotary P.tMy Commissi Description: Large, OR Doemumt - Y a .DocZD 2013.5680] Page: 5 of 8 Order: v Co.nt: 0 0 IN WITNESS WHEREOF, the undersigned has executed this Second Amendment effective as of the day and year first above written. TARGET CORPORATION, a Minnesota corporation By: Printed Nan e. BIsOrs Its: Ien STATE OF MINNESOTA COUNTY OF HENNEPIN BEFORE ME, the undersigned authority, personally appeared 3a I IV&W , to me known and known to me to be the individual described in and who executed the foregoing instrument as President of Target Corporation, a Minnesota corporation, and who acknowledged to and before me that he executed such instrument as such��i (4� President of said corporation and that said instrument is the free act and deed of said corporation. WITNESS my hand and official seal this - j day of 02 CQ f)ADCC , 2006 ^^'��NMntiwYwrwwwwvwN. ELIZABETH A. MANKEY NOTARY PUBLIC -MINNESOTA N t Public M caamuim Evpkeeden. m, moe .ommission Expires: l 31�a ud q / Description: Large, OR Doan nt - Y a .DoarD 2013.5680] Pa : 6 of 8 Order: v C..nb 1 ' 605 GENeaeo orthllnao P0uE601Inc CM L Description: La ,OR Doao nt - Y a .DoaED 2013.5680] Page: ] of 8 Order: v C..nt _. J F w P �F$ _ ®v° iz v :c N x D) Id s CATE NAY MA,[I. 1 ' 605 GENeaeo orthllnao P0uE601Inc CM L Description: La ,OR Doao nt - Y a .DoaED 2013.5680] Page: ] of 8 Order: v C..nt _. J EXHIBIT "C -I" MAXIMUM BUILDING HEIGHTS The maximum heights of the buildings in the Center shall not exceed the following dimensions. The dimensions as indicated for each building represent the exterior wall height including the parapet walls, mechanical equipment penthouses, screens to hide the mechanical equipment and entrance structure cupolas and canopies above the finished floor elevation of each such buildings. DEVELOPER MALL STORES: ENCLOSED MALL 40 feet TARGET STORE 45.6 feet SEARS 38 feet ASHLEY'S 38 feet KOHL'S 45.6 feet DEVELOPER NON -MALL BUILDING AREAS NON -MALL BUILDING AREA I 24 feet NON -MALL BUILDING AREA 2 24 feet NON -MALL BUILDING AREA 3 24 feet NON -MALL BUILDING AREA 4. 24 feet NON -MALL BUIILDING AREA 5 24 feet Description: Large, OR Doan nt - Y a .DoaED 2013.5680] Pa : 8 of 8 Order: v C..nt: Lane County Clark 2014.021249 Lane County Deeds and Records 11111111 $127.00 438227201400212490130231 06/10/2014 09:44:44 AM RPR -AMEN Cntel Stno40 CASHIER 01 $65.00 $10.00 $11.00 $21.00 $20.00 Description: Lam, OR Doce nt - Y ar.Doc1D 2014.21249 Page: 1 of 13 Order: agog C..nb - -- THIRD AMENDMENT TO CONSTRUCTION, OPERATION ANDRECIPROCAL EASEMENT AGREEMENT THIS THIRD AMENDMENT TO CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT (this "Third Amendment") is made and entered into this day of IY , 2014, by and between GGP-GATEWAY MALL L.L.C., a Delaware limited liability company (the successor in interest to Gateway Mall Limited Partnership, hereinafter `Developer") and TARGET CORPORATION, a Minnesota corporation (the successor in interest to Dayton Hudson Corporation, hereinafter "Target"). RECITALS: A. Developer and Target are all ofthe Parties to that certain Construction, Operation and Reciprocal Easement Agreement dated Much 13, 1990, and recorded on March 13, 1990 as Reception No. 90-11883 in the Official Records for Lane County, Oregon (the "Original REX'), that certain First Amendment to Construction, Operation and Reciprocal Easement Agreement dated May 5, 2003 recorded on June 13, 2003 as Reception No. 2003-053669 in the Official Records ofLane County, Oregon (the `First Amendment"), and that certain Second Amendment to Construction, Operation and Reciprocal Easement Agreement dated December 13, 2006, recorded on October 29, 2013 as Reception No. 2013-056807 in the Official Records of Lane County, Oregon (the "Second Amendment") (the Original REA, the First Amendment, and the Second Amendment, as further amended herein, are collectively referred to as the "REA"). B. Target is the current fee owner of all of the Target Tract. C. Developer is the current fee owner of all of the Developer Tract. D. Pursuant to Section XXVI(A) of the REA, the REA may be amended by a written agreement signed by all Parties. E. The Parties desire to amend the REA as herein provided. AGREEMENT: NOW, THEREFORE, in consideration of their mutual covenants and agreements contained in this Third Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is herby acknowledged by each Party, Developer and Target hereby agree as follows: 1. Incorporation by Reference. Recitals A through E above are hereby incorporated in this Third Amendment and made a part hereof Upon recording 6 please return to: First American Title Insurance Co. 801 Nicollet Mall, Suite 1900 Minneapolis, MN 55492 NCS_b23_0 _MPLS (� ) 1607355 Q Description: Lar ,OR Docunnnt - Y ar.DoorD 2014.21249 Page: 2 of 13 Order: „geg Co.nb _ _ _ 2. Plot Plan. The Amended Plot Plan attached as Exhibit "B-2" to the Second Amendment is hereby deleted in its entirety and replaced with Exhibit `B-3" attached hereto and made a part hereof. All references in the REA, to Exhibit "B", Exhibit "B-1" Amended Plot Plan, and Exhibit `B-2" Amended Plot Plan shall mean and refer to Exhibit `B-3" hereof. 3. Developer Mall Stores. Article I, Section I is deleted in its entirety and replaced by the following language in lieu thereof: `T Developer Mall Stores. The term "Developer Mall Stores" means the buildings, as the same may exist from time to time including any replacements thereof, located on the Developer Tract fronting on, abutting or adjoining the Enclosed Mall as designated on the Amended Plot Plan." 4. Developer Non -Mall Building Areas. Article I, Section J is deleted in its entirety and replaced by the following language in lieu thereof: "J. Developer Non -Mall Building Areas. The term "Developer Non - Mall Building Areas" means those portions of the Developer Tract which do not abut the Enclosed Mall as designated on the Amended Plot Plan. Each Developer Non -Mall Building Area may accommodate one or more Non -Mall Buildings of an aggregate Floor Area, all as further designated on the Amended Plot Plan.' 5. Target Non -Mall Building Area. The following language is added at the end of Article I as Section HH: "HH. Target Non -Mall Building Area. The term "Target Non -Mall Building Area" means that portion of the Target Tract which does not abut the Enclosed Mall as designated on the Amended Plot Plan. Each Target Non -Mall Building Area may accommodate one or more Target Non -Mall Buildings of an aggregate Floor Area, all as further designated on the Amended Plot Plan" 6. Target Non -Mall Stores. The following language is added at the end of Article I as Section 11: IL Target Non -Mall Stores. The term "Target Non -Mall Stores" means the buildings, if built, to be constructed in the future, as the same may exist from time to time including any replacement thereof, located on the Target Non -Mall Building Area shown on the Amended Plot Plan." 7. Entry Into Enclosed Mall. Article IV(L) of the REA is hereby deleted in its entirety. g. Article VH. Article VII is hereby deleted in its entirety. 1607355 Q Description: Lar ,OR Doan nt - Y ar.DoarD 2014.21249 Page: 3 of 13 Order: v C..nt: 9. Floor Area. The following sentence is added to the end of the third paragraph of Article Vlll, Section A: "The concepts of `Initial Planned Floor Area' and `Minimum Floor Area' are for the sole purpose of calculating the allocation of Common Area Maintenance Cost and do not reflect an obligation or covenant to open or operate a Store." 10. Parking Ratio. Article X, Section C is amended by deleting the first paragraph in its entirety and replacing the following language in lieu thereof: "Subject to Article XVI, Developer and each Major shall have available within the Automobile Parking Area on their respective Tracts, at all times and after completion of construction thereof, not less than 3.6 automobile parking spaces for each 1,000 square feet of Floor Area on their respective Tracts, all in conformance with the puking layout as shown on the Amended Plot Plan." 11. Identification Signs. A. The following language is added at the end of Article XVIII, Section C: "No other freestanding signs other than the Center Pylon Sign, the Message Center Pylon Sign and the four (4) Monument Signs may be constructed on the Shopping Center Site without the prior written approval of the Parties." B. The following language is added as Section D of Article XVIII: "D. Notwithstanding anything to the contrary in this Article XVIII, Developer hereby grants and conveys to Target, its successors and assigns as the owner of the Target Tract, a perpetual easement for the right and privilege to place or affix identification panel(s) of various sizes, but not more than two (2) in total, to each of the Center Pylon Sign and Message Center Pylon Sign in the cabinet spaces (both sides of each structure) designated "Target" on Exhibit E attached hereto. The easement grant shall include reasonable access over, across and upon the Developer Tract to permit such identification panel(s) to be installed, replaced, maintained and operated. Any proposed changes to the Center Pylon Sign or Message Center Pylon Sign, including but not limited to the location 1607355 v2 Description: Lar ,OR Doan nt - Yea .ZoaED 2014.21249 Page: 4 of 13 Order: v C..nt: of the Sign, the number of identification panels thereon or the location of identification panels thereon, most be approved in advance by Target in writing." 12. Term. Article XXVII of the REA is hereby amended by deleting "December 31, 2024" in the first paragraph and replacing it with "December 31, 2074". 13. Notice. Target's current notice address for all purposes, including without limitation Article XX V, Section A of the REA, is hereby changed to: Target Corporation Target Property Development Attn: Real Estate Portfolio Management [Springfield, OR] 1000 Nicollet Mall, TPN 12H Minneapolis, Minnesota 55403 Developer's current notice address for all purposes, including without limitation Article XXV, Section A of the REA, is hereby changed to: with a copy to: GGP-Gateway Mall L.L.0 1114 Avenue of the Americas, Suite 2800 New York, New York 10036 Attn: General Counsel Gateway Mall 3000 Gateway Street Springfield, Oregon 97477 Atm: General Manager 14. Authority. Each of the parties represents and warrants that it has the full capacity, right, power and authority to execute, deliver and perform this Third Amendment and that all required actions, consents and approvals therefor have been duly taken and obtained. Furthermore, each of the parties represents and warrants that upon full execution of this Third Amendment, the REA as amended by this Third Amendment shall be binding on all parties with any interests in its respective Tract, including but not limited to the holder of any mortgagee's interest. 15. Conflicts/Ratification. If there is any conflict between the provisions of the REA and this Third Amendment, the provisions of this Third Amendment shall control. The REA is ratified by the Parties and remains in full force and effect and remains unaltered except to the specific extent amended herein. Each of the Parties represents and warrants that it has the full capacity, right, power and authority to execute, deliver and perform this Third Amendment, and all required actions, consents and approvals thereof have been duly taken and obtained. Furthermore, each of the Parties represents and warrants that upon full 1607355 v2 Deaoription: Lar ,OR Doan nt - Y a .DJcrD 2014.21249 ]? g : 5 of 13 Order: v C..nt: execution of this Third Amendment, the REA as amended by this Third Amendment shall be binding on all parties with any interest in their respective Tracts, including, the holder of any mortgagee's interest. 16. Entire Agreement. This Third Amendment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining thereto. 17. Exclusive Benefit. The provisions ofthis Third Amendment and the REA are for the exclusive benefit ofthe Parties and not for the benefit of any third person; this Third Amendment and the REA do not confer any rights, express or implied, upon any such third person; and there are no "third party beneficiaries" to this Third Amendment or the REA. 18. Captions; Capitalized Terms. Except as otherwise expressly provided herein, capitalized terms used in this Third Amendment shall bear the same meanings assigned thereto in the PEA. The captions set forth herein are for convenience only and are not a party of this Third Amendment. 19. Counterparts. This Third Amendment may be executed in counterparts or with counterpart signature pages, which upon execution by all Parties, shall constitute one integrated agreement. [Rest ofpage intentionally left blank; signature pages follow.] 1607355 Q Description: Lar ,OR Doan nt - Y a .DoarD 2014.21249 Page: 6 of 13 Order: v C..nt: IN WITNESS WHEREOF, the undersigned has executed this Second Amendment effective as of the day and year first above written. GGP-GATEWAY MALL L.L.C., a Delaware limited lia 'lity parry By: Au orized Signatory STATE OF NY COUNTY OF NY ) , BEFORE ME, the undersigned authority, personally appeared rmr i ' to me known and known to me to be the individual described in and who executed the foregoing lnstnunents as an Authorized Signatory of GGP-GATEWAY MALL L.L.C., a Delaware limited liability company, and who acknowledged to and before me that he/she executed such instrument as such Authorized Signatory of said limited liability company and that said instrument is the free act and deed of said limited liability company on behalf of the entities therein named. WITNESS my hand and official seal this v day of 2014. N ary Public Commission Expires: JODIEANN NELSON NOTARY PUBLIC -STATE OF NEW YORK NO.OINE6266BB8 Qualified in Kings County My Commission Expires August 06, 2016 1607355 v2 Description: Larne, OR Document - Y a .Doc112 2014.21249 Page: 7 of 13 Ozd : v C..nt: TARGET CORPORATION, a Minnesota corporation By: Printed N e Scott Nelson Its: Sr. Vice President Target Corporation STATE OF MINNESOTA COUNTY OF HENNEPIN BEFORE ME, the undersigned authority, personally appeared �1 \ Iejw1 to me known and known to me to be the individual described in and who executed the foregoing instrument aN f Target Corporation, a Minnesota -co Mario d who acknowledged to and before me that he executed such instrument af said corporation and that said instrument is the free act and deed of said corporation. WITNESS my hand and official seal this day of -K4-6— 2014. Kelly Amber Klukken NOT'Ry' 0LIC MINNE50TA NOYa ubhC V� MV COMMISSION 1��t1�s EXPIRES JAN. 31.2015 My Commission Expires: MMnA"� 1607355 v2 Description: Large, OR Doan nt - Y a .Doc1D 2014.21249 Page: 8 of 13 Order: v C..nb EXHIBIT B-3 AMENDED PLOT PLAN [copy attached hereto] 1607355 v2 Description: Large, OR Doan nt - Y a .DocED 2014.21249 Pa : 9 of 13 Order: v C..nb _ _. 1607355 v2 Description: Lar ,OR Docu nt - Y a .Doc1D 2014.21249 Pa : 10 of 13 Order: v C..nt: EXHIBIT E DEPICTION OF SIGNS [copy attached hereto] 1607355 Q D sazmption: Large, OR Doan nt - Y a .rbcED 2014.21249 Pa : 11 of 13 Order: v C..nt: Message Center Pylon Sign 1607355 Q D scription: Large, OR Docu nt - Y a .Doc1D 2014.21249 Pa : 12 of 13 Order: v C..nt: Center Pylon Sign 1607355 Q Description: Large, OR Docu nt - Y a .Doc1D 2014.21249 Pa : 1 of 13 Order: v C..nt: VVTF, Wov1 ; Q2T-0 After Racadng Return To: Western Title 6 Escrow Company 497Oakway Rd. S& 940, Eugene, OR 97401 RECORD AND RETURN TO: Paul Hastings LLP 71 South Wacker Drive Suite 4500 Chicago, Illinois 60606 ATTN: Gregory Spitzer, Esq. Lane County Clerk 2017-011363 Lane County Deeds & Records 03/07/2017 01:14:10 PM RPRASN Cut -2 Stn -0 CASHIER 02 9pages S10.00 $5.00 S45 00 SH 1.00 $21.00 $92.00 ASSIGNMENT AND ASSUMPTION AGREEMENT For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GGP-GATEWAY MALL L.L.C., a Delaware limited liability company ("Assignor"), hereby irrevocably assigns, transfers and sets over to and BRFI GATEWAY, LLC, a Delaware limited liability company ("Assignee"), all of Assignor's right, title and interest in and to the reciprocal easement and operating agreements (the "REAS") enumerated on Schedule A attached hereto and made a part hereof and affecting the real property described on Schedule B attached hereto. Assignee hereby assumes all obligations of Assignor in connection with the REAS which first arise from and after the date hereof. Assignee shall have no obligation, liability or responsibility whatsoever for any costs, expenses, obligations or liabilities of Assignor with respect to the REAS which are attributable to any period prior to the dale hereof, and Assignor shall have no obligation, liability or responsibility whatsoever for any costs, expenses, obligations or liabilities of Assignee with respect to the REAS which are attributable to any period from and after the date hereof. Assignor shall remain liable for all of the various commitments, obligations and liabilities of Assignor with respect to the foregoing accruing or arising or required prior to the date hereof. Assignor makes no representation or warranty in connection with the REAS and, except for the foregoing, this Assignment is made without recourse to Assignor. All mans of this Assignment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective legal representatives, successors and assigns. This Assignment shall not confer any rights or remedies upon any person other than Assignor and Assignee. No modification, waiver, amendment, discharge or change of this Assignment shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. This Assignment shall be construed and enforced in accordance with the laws of the State of Oregon. This Assignment may be executed in any number of counterparts, each of which so executed shall be deemed original; such counterparts shall together constitute but one agreement (Signature pages follow) Description: Lar ,OR Doeu nt - Y ar. DJc1D 2017.]1363 Page: 1 of 9 Order: v Cona,ent: IN WITNESS WHE OF, Assignor and Assignee have each executed this Assignment of this � day of 2017. ASSIGNOR: GGP-GATEWAY MALL L.L.C. By: Name:L. arper Title: C ief k xecutive Officer State of NNW s/OKK, County of LRQ 40RJQ ss. This instrument was acknowledged before me on this Isr day of MA" , 2017 by GGP-GATEWAY MALL L.L.C., a Delaware limited liability company, by Brian L. Harper, its Chief Executive Officer, who acknowledged that he did sign the foregoing instrument and that the same is the free act and deed of said company and his free act and deed personally and as such Chief Executive Officer. NICHCLAS P. WILLIAMS �1 uu^ Notuy Pubft, Mateof New Yam 01WI310N Notary Public for WW VORUg Na 07 WB 0u 1111edInNmYork Co My Commission Expires l � Comm)Ww Aut926,3tttt [Gateway Aoipment of REA] Description: Lar ,OR Doan nt - Y a .rbclD 2017.]1363 Page: 2 of 9 Order: v Co.nt: ASSIGNEE: BREI GATEWAY, LLC, a Delaware limited liability company By: Name: Adam Miller Title: Vice President A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES } S& On before me, �i9vi0 i//�.git6L ,!//ly.:ys9�ie (here insert game and title of the officer), personally appeared who proved to me on the basis of satisfactory evidence to be the person whose namO is/aft subscribed to the within instrument and acknowledged to me that e/%skfe`t}fey execute the same in his/1> authorized capacity i(�5) and that by his/teff it signatur5* on the instrument the perso�or the entity upon behalf of which the perso>�acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Slgtiaf re [Gateway Assignment of AEA] Description: Lara, OR Document - Year. DoarD 2017.]1363 page: 3 of 9 Ozd : *'ge'g Coemtent: ALFREDO DAVID ALVAREZ commission • 2075105 ti Notary Public - camarnta Los Angeles Coumy comm. Expires Jut 19.201! Schedule A REAS Construction, Operation and Reciprocal Easement Agreement by and between GGP- Gateway Mall L.L.C. (successor in interest to Gateway Mall Limited Partnership) and Dayton Hudson Corporation, dated as of March 13, 1990, filed with the Clerk of Lane County, Oregon as Document No. 90-11883, as amended by: First Amendment to Construction, Operation and Reciprocal Easement Agreement by and between GGP-Gateway Mall L.L.C. and Target Corporation (successor in interest to Dayton Hudson Corporation), dated as of May 5, 2003, and recorded on June 13, 2003, with the Clerk of lane County, Oregon as Document No. 2003-053669. 2. Second Amendment to Construction, Operation and Reciprocal Easement Agreement by and between GGP-Gateway Mall L.L.C. and Target Corporation, dated as of December 13, 2006, and recorded on October 29, 2013, with the Clerk of Lane County, Oregon as Document No. 2013-056807. 3. Third Amendment to Construction, Operation and Reciprocal Easement Agreement by and between GGP-Gateway Mall L.L.C. and Target Corporation, dated as of May 30, 2014, and recorded on June 10, 2014, with the Clerk of Lane County, Oregon as Document No. 2014-021249. Description: Large, OR Docunnt - Y a .DJc1D 2017.]1363 Page: C of 9 Order: v Co.nt: Schedule B Real Pmuerty PARCELS Beginning at a point on the East line of Interstate Five, said point being 600.0 feet North 041 40' 04" East from the Northwest corner of that certain tract of land described in amendment to contract between Anna Boyd Davis Reed, seller and Staff Jennings, Inc., buyer, said amendment being recorded July 20, 1971, Reel 541, Reception No. 55588, Official Records of Lane County, Oregon, and said beginning point being more particularly described as being 125.69 feet North 000 04' West and 564.27 feet South 68° 40' West and 619.49 feet West and 600.0 feet North 04° 40' 04" East from the Southwest comer of the W. M. Stevens Donation land Claim No. 46. Section 22, Township 17 South, Range 03 West of the Willamette Meridian, Lane County, Oregon, running thence North 04° 40' 04" East along the Past line of Interstate 5 a distance of 1360.7 feet to the Southwest corner of that, certain tract of land conveyed in Tract 11 to Calef Properties by Deed recorded November 4, 1971, Reception No. 71503, Official Records of Lane County, Oregon; thence South 89° 50' East 983.66 feet to a point on the West line of Stevens Donation Land Claim, thence North 00° 04' West along the West line of said Stevens Donation Land Claim 278.19 feet; thence North 89° 45' 20" East 287.16 feet to a point on the Westerly line of Gateway Street; thence South 040 55' 44" West along the West line of Gateway Street 1064.03 feet; thence along the West line of Gateway Street on the arc of a 2904.79 foot radius curve left (the long chord of which bears South 02° 28' 36" West 248.63 feet) a distance of 248.70 feet; thence leaving the West line of said Gateway Street South 68° 40' West 889.63 feet; thence West 450.0 feet to the Place of Beginning. PARCELII Beginning at a point on the North line of that certain tract of land described in amendment to contract between Anna Boyd Davis Reed, seller and Staff Jennings, Inc., buyer, said amendment being recorded July 20, 1971, Reel 541, Reception No. 55588, Official Records of Lane County, Oregon; said point being on the West Zine of the W. M. Stevens Donation Land Claim No. 46, Section 22, Township 17 South, Range 03 West of the Willamette Meridian, Lane County, Oregon 125.69 feet North 00° 04' West from the Southwest comer of said Stevens Donation Land Claim; running thence South 68° 40' West 56427 feet; thence West 619.49 feet to a point on the East tine of Interstate Five; thence North 000 40' 04" East along the East line of Interstate Five a distance of 600.0 feet; thence East 450.0 feet; thence North 680 40' Past 889.63 feet to the West Line of Gateway Street; thence Southerly along the Westerly line of Gateway Street to a point marking the Northeast corner of the above mentioned Staff Jennings, Inc., tract, thence South 68° 40' W est 267.08 feet to the Place of Beginning. PARCEL TIL A parcel of land in Section 22, Township 17 South, Range 3 West of the Willamette Meridian, in the City of Springfield, described as follows: Deaoription: Large, OR Doew nt - Y a .DJc1D 2017.]1363 Page: 5 of 9 Order: v Co.nt: Beginning at a point on the West line of the William Stevens Donation Land Claim No. 46, Township 17 South, Range 3 West of the Willamette Meridian, 1498.38 feet South 0° 04' East from the Northwest comer of said Donation Land Claim No. 46; thence South 0° 04' East 211.69 feet along said West line; thence South 890 49' 20" West 834.94 feet to a point on the Easterly right of way line of Interstate 5; thence South 4° 40' West 1422.55 feet along said Easterly right of way line of Interstate 5 to the true point of beginning; thence continuing South 4° 40' West 378.96 feet along said right of way line; thence South 89° 50' East 983.66 feet to a point on the West Line of said Donation Land Claim No. 46, North 0° 04' West, 1870.77 feet from the Southwest corner of said Donation Land Claim No. 46; thence North 00 04' West 278.19 feet along said West line; thence North 890 45'20" East 287.16 feet to a point on the Westerly right of way line of Gateway Street; thence North 40 56' East 106.83 feet along the Westerly right of way line of Gateway Sheet to a point which bears North 89° 45'20" East from the True Point of Beginning; thence South 89° 45' 20" West 1248.92 feet to the True Point of Beginning, in Lane County, Oregon. PARCEL 1V Beginning at a point being North 0° 04' 00" West 125.69 feet and South 680 40' 00" West 369.59 feet from the Southwest corner of the W. M. Stevens Donation Land Claim No. 46, in Section 22, Township 17 South, Range 3 West of the Willamette Meridian; said point being on the Westerly margin of Beverly Street, thence along said margin South 21° 20' 00" East 291.02 feet to the Northerly margin of Harlow Road; thence leaving said Westerly margin along the Northerly margin, along the we of a 2819.79 foot -radius curve to the right (the chord of which curve bears South 73° 17' 16" West 296.53 feet) a distance of 296.67 feet; thence continuing along said margin South 76° 25' 34" West 73.40 feet; thence continuing along said margin South 89° 22' 51" West 576.88 feet to the Easterly margin of Interstate 5; thence leaving said Northerly margin along the Easterly margin North 40 41' 18" East 310.02 feet; to the Southwest comer of that certain parcel conveyed to Gateway Mall Limited Partnership, a South Dakota Partnership by instrument recorded under Reception No. 88-12552 Official Records, Lane County, Oregon; thence leaving said Easterly margin East along the south line of aforesaid Gateway Mall Limited Partnership property. EXCEPT THEREFROM that portion conveyed to Dayton Hudson Corporation, a Minnesota corporation, by deed recorded March 13, 1990, Recorder's Reception No. 90-11882, Lane County Oregon Official Records, described as follows: Beginning at a point being North 559.08 feet and West 883.78 feet from the Southwest comer of the W. M. Stevens Donation Land Claim No. 46, in Section 22, Township 17 South, Range 3 West of the Willamette Meridian; thence South 85 degrees 20' 00" East 192.50 feet; thence South 4 degrees 40' 00" West 146.92 feet; thence South 85 degrees 20' 00" East 178.76 feet; thence North 4 degrees 40' 00" East 4.85 feet; thence South 85 degrees 20' 00" East 35.78 feet; thence North 34 degrees 39' 03" East 84.36 feet; thence South 85 degrees 20' 00" East 429.71 feet; thence South 4 degrees 21' 29" East 6526 feetr thence along the arc of a 228.00 foot radius curve to the right (the chord of which curve bears South 32 degrees 09' 15" West 271.32 feet) a distance of 290.59 feet; thence South68 degrees 40' 00" West 166.75 feet; thence South 21 degrees 20' 00" East 54.00 feet; thence South 68 degrees 40' 00" West 60.00 feet; thence North 21 degrees 20' 00" West 54.00 feet; Description: Large, OR Doan nt - Y a .Doc1D 2017.]1363 ]? g : 6 of 9 Order: v C..nt: thence South 68 degrees 40' 00" West 217.49 feet; thence West 365.85 feet; thence North 4 degrees 40' 00" East 598.65 feet to the point of beginning, in Lane County, Oregon. ALSO EXCEPTING THEREFROM that portion described in General Judgment recorded April 6, 2007, Reception No. 2007-022874, Official Records of Lane County, Oregon. ALSO EXCEPT THEREFROM that portion conveyed to City of Springfield for public road by Bargain and Sale Deed recorded October 9, 2008, Document No. 2008-056324, Lane County Records. ALSO EXCEPTING THEREFROM that portion described in Bargain and Sale Deed recorded March 8, 1990, Reception No. 90-11194, Official Records of Lane County, Oregon. (Tax Lot Numbers 17-03-22-00-02109, 17-03-22-00-02200, 17-03-22-00-02218, 17-03-22-00- 02219,17-03-22-00-02300 and 17-03-22-00-02305) THE ABOVE DESCRIBED LAND ALSO BEING KNOWN AS (without representation or warranty as to the accuracy of the description set forth below): Beginning at a point North 00 degrees 04'00" West a distance of 125.69 feet from the Southwest corner of the W.M. Stevens Donation Land Claim No. 46, in Section 22, Township 17 South, Range 3 West, Willamette Meridian; thence South 68 degrees 40' 00" West a distance of 369.62 feet to the Westerly right-of-way of Beverly Street; thence South 21 degrees 20' 00" East along said Westerly right-of-way a distance of 291.02 feet to the Northerly right-of-way of Harlow Road; thence along the Northerly right-of-way of Barlow Road along the arc of a 2819.79 foot radius curve right (the chord of which bears South 73 degrees 19' 13" West a distance of 296.53 feet) a distance of 296.67 feet; thence continuing along said Northerly right-of-way, South 76 degrees 25' 57" West a distance of 73.46 feet; thence continuing along said Northerly right-of- way South 89 degrees 22' 51" West a distance of 576.60 feet to the Easterly right-of-way of Interstate 5; thence North 04 degrees 41' 34" East along said Easterly right-of-way a distance of 2647.83 feet to the Southwest corner of that parcel described on Reel 1139, Reception No. 81 24247; thence leaving said Easterly right-of-way North 89 degrees 46' 54" East along the South line and extension thereof of said parcel, a distance of 1249.20 feet to the Westerly right-of-way of Gateway Street; thence alone said Westerly right-of-way the following courses and distances: along the arc of a 53.0 foot radius curve right (the chord of which bears South 15 degrees 55' 15" West a distance of 20.14 feet) a distance of 2027 feet thence along the are of a 127.0 foot radius curve left (the chord of which bears South 15 degrees 55' 15" West a distance of 4827 feet) a distance of 48.56 feet; thence South 04 degrees 57' 57" West a distance of 148.74 feet; thence South 26 degrees 54' 23" West a distance of 32.12 feet; thence South 04 degrees 57' 57" West a distance of 85.15 feet; thence South 27 degrees 39' 44" East a distance of 46.37 feet; thence South 04 degrees 57' 57" West a distance of 800.07 feet to the point of curvature of a 2904.93 -foot radios curve left; thence along the we of said curve (the chord of which bears South 02 degrees 46' 21" West a distance of 222.48 feet) a distance of 222.53 feet; thence along the arc of a 53.0 foot radius curve right (the chord of which bears South I I degrees 12' 04" West a distance of 19.54 feet) a distance of 19.66 feet; thence along the we of a 127.0 foot radius curve left (the Description: Lar ,OR Doc nt - Y a .DJc1D 201].]1363 Page: ] of 9 Order: v Co.nt: chord of which bears South 10 degrees 31' 53" West a distance of 49.75 feet) a distance of 50.07 feet: thence alone the arc of a 2917.93 foot radius curve left (the chord of which bears South 02 degrees 31' 23" East a distance of 179.44 feet) a distance of 179.46 feet; thence South 17 degrees 30' 11" West a distance of 31.92 feet; thence South 05 degrees 43' 11" East a distance of 87.27 feet; thence South 39 degrees 45' 43" East a distance of 46.13 feet; thence along the arc of a 2904.93 foot radius curve left (the chord of which bears South 09 degrees 46' 48" East a distance of 248.05 feet) a distance of 248.12 feet; thence leaving the Westerly right-of-way of Gateway Street, South 68 degrees 40' 00" West a distance of 267.40 feet to the Point of Beginning, all in Lane County, Oregon. EXCEPT THEREFROM that portion conveyed to Dayton Hudson Corporation, a Minnesota corporation, by deed recorded March 13, 1990, Recorder's Reception No. 90-11882, Lane County Oregon Official Records, described as follows: Beginning at a point being North 559.08 feet and West 883.78 feet from the Southwest comer of the W. M. Stevens Donation Land Claim No. 46, in Section 22, Township 17 South, Range 3 West of the Willamette Meridian; thence South 85 degrees 20' 00" East 192.50 feet thence South 4 degrees 40' 00" West 146.92 feet; thence South 85 degrees 20' 00" East 178.76 feet; thence North 4 degrees 40' 00" East 4.85 feet; thence South 85 degrees 20' 00" East 35.78 feet; thence North 34 degrees 39' 03" East 84.36 feet; thence South 85 degrees 20' 00" East 429.71 feet: thence South 4 degrees 21' 29" East 65.26 feet; thence along the arc of a 228.00 foot radius curve to the right (the chord of which curve bears South 32 degrees 09' 15" West 271.32 feet) a distance of 290.59 feet; thence South 68 degrees 40' 00" West 166.75 feet thence South 21 degrees 20' 00" East 54.00 feet, thence South 68 degrees 40' 00" West 60.00 feet thence North 21 degrees 20' 00" West 54.00 feet thence South68 degrees 40' 00" West 217.49 feet; thence West 365.85 feet; thence North degrees 40' 00" East 598.65 feet to the point of beginning, in Lane County, Oregon. ALSO EXCEPTING THEREFROM that portion described in General Judgment recorded April 6, 2007, Reception No. 2007-022874, Official Records of Lane County, Oregon. ALSO EXCEPT THEREFROM that portion conveyed to City of Springfield for public road by Bargain and Sale Deed recorded October 9, 2008, Document No. 2008-056324, Lane County Records. ALSO EXCEPTING THEREFROM that portion described in Bargain and Sale Deed recorded March S. 1990, Reception No. 90-11194, Official Records of Lane County, Oregon. (Tax Lot Numbers 17-03-22-00-02109, 17-03-22-00-02200, 17-03-22-00-02218, 17-03-22-00- 02219,17-03-22-00-02300 and 17-03-22-00-02305) PARCEL V: Together with those rights and easements constituting tights in real property created -defined and - - limited by that certain Construction, Operation and Reciprocal Easement Agreement by and between Gateway Mall Limited Partnership, a South Dakota limited partnership (Developer) and Dayton Hudson Corporation, a Minnesota corporation (Target), including the terms and provisions thereof dated Much 13, 1990, recorded March 13, 1990 under Recorder's Reception Deaoription: Lar ,OR Doan nt - Y a .Doc1D 2017.]1363 Page: 8 of 9 Order: v Co.nt: No. 90-11883, in the Official Records of Lane County, Oregon and as amended by instruments recorded .lune 13, 2003, Document No. 2003-053669, recorded October 29, 2013, Document No. 2013-056807 and recorded June 10, 2014, Document No. 2014-021249. Description: Large, OR Doan nt - Y a .Doc1D 2017.]1363 Pa : 9 of 9 Order: v C..nt: RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: BRFI Gateway, LLC c/o Balboa Retail Advisors, LLC 11611 San Vicente Boulevard, Suite 900 Los Angeles, CA 90049 Attention: Adam Miller Lane County Clerk 2022-2%9%4 Lane County Deeds and Records IIIIIIIIII IIIII 11IIIIIIIIIIII I II IIIIIIIIIIII I 111 $157.00 02029446202200279740150163 06/28/2022 08:56:38 AM RPR-ESMT Cm=1 Pgs=15 Stn=1 CASHIER 05 $76.00 $10.00 $11.00 $61.00 DECLARATION OF EASEMENTS (The Shoppes at Gateway) This DECLARATION OF EASEMENTS ('Declarxtiuu") is made as of the Z _w day of 3-c 2022, by BRFI Gateway, LLC, a Delaware limited liability company ("Declarant"). RECITALS: A Declarant is the owner of that certain real property located in the City of Springfield, County of Lane, Slate of Oregon, as more particularly described on Exhibit "A" attached hereto and depicted on Exhibit "B" attached hereto (the "Site Plat") located within the shopping center commonly (mown as The Shoppes at Gateway. The real property within said Exhibit "A" is composed of sub -parts individually referred to as a "Lot' and collectively, the "Lots" or the `Property", and are identified on the Site Plan as Lots 1-22 and Tax Lot 2305. B. Declarant will hereafter hold and convey tide to all and every portion of the Property subject to the easements and covenants herein set forth, it being the intention of Declarant that the provisions of this Declaration shall run with the land and bind and benefit the Property, Declarant, as the current owner of the Property, each and every successor owner of the Property, and every portion thereof, and each person or entity having an interest in the Property, and every portion thereof, derived through any such owner. DECLARATION: NOW, THEREFORE, Declarant hereby covenants and declares that the Property is now held and shall hereafter be held, transferred, sold, leased, conveyed and occupied subject to the casements and covenants herein set forth. Definitions. (a) "Access Drives" is defined in Section 3. (b) "Declarant' initially is the signatory to this Declaration, and upon the first conveyance of a Lot fallowing the recordation o f this Declaration, Declarant shall thereafter be the owner (and its successors -in -interest) of that certain real properly located in the City of Springfield, County of Lane, State of Oregon as depicted on Exhibit "B" attached hereto as "Lot 5' ("Lot 5"). If Lot 5 is subdivided, then thereafter Declarant shall be the owner (and its successors -in -interest) 48346649-06095 Produced using RLID ow arlid.org) on 03/032023 at 11:48 AM of one of the newly subdivided lots as identified by Declarant in an instrument recorded concurrently with the creation of such subdivision. (c) "Dominant Estate" is defined in Section 6. (d) "Grantee" is any owner (including Declarant) of a Dominant Estate. (e) "Grantor" is any owner (including Declarant) ofa Servient Estate. (f) "Mall Lots" are Lots 3 — 8 and 18 as shown on the Site Plan. (g) "Mall Adjacent Lots" are Lots 1, 9, 10, 19 and 20 as shown on the Site Plan. (h) "Occupant' is any Person, together with all officers, directors, partners, employees and agents of such Person, entitled by fee ownership, leasehold interest or license to the exclusive occupancy of all, or any portion of, a Lot. (i) `Permittees" are owners of the Lots and all Occupants and their respective officers, directors, employees, agents, contractors, customers, vendors, suppliers, visitors, invitees, licensees and concessionaires insofar as their activities relate to the intended use of the Property. (j) "Person" is any individual, partnership, firm, joint venture, association, corporation or any other entity. (k) "Servient Estate" is defined in Section 6. (1) "Stormwater Facilities" is defined in Section 5. (m) "Sub -Declaration" is a separate declaration recorded by Declarant against one or more Lots. (n) "Utility Facilities" is defined in Section 4. 2. Parking Easement. Declarant hereby reserves to itself and grants to each successor owner of a Benefitted Lot (see first column below) for its and their respective use, and for the use of their respective Permittees, in common with all others entitled to use the same, a nonexclusive easement upon those portions of a Burdened Lot (see second column below) that are improved with parking areas from time to time (the "Common Parking Area") for the passage and parking of vehicles and for the passage and accommodation of pedestrians. Benefited Lot Burdened Lot Lots 3-8 and 12-18 Lots I, 2, 9, 10, 19 and 20 Declarant shall have the right to: (i) eject or cause the ejection from the Common Parking Area any person not authorized to use such Common Parking Area; (ii) designate exclusive parking rights within the Common Parking Area for the benefit of certain Permittees; (iii) establish and enforce reasonable rules and regulations covering the use of the Common Parking Area; (iv) -2- 4834 9649-0609.5 Produced using RLID (w ..rlid.org) on 03/032023 at 11:48 AM utilize the Common Area Parking for other activities provided the same do not materially reduce or prohibit access to and from a Benefitted Lot or reduce the number of available parking spaces such that a Benefitted Lot no longer satisfies all applicable governmental parking requirements; and (v) prescribe certain sections within the Common Parking Area, or on other land outside the Common Parking Area within a reasonable distance from the nearest boundary of the Property, for use as parking by the employees of the Occupants of a Benefitted Lot. Each owner of a Benefitted Lot shall require such employees to use only such sections as are so prescribed for employee parking. Developer may permit the construction of new buildings, and/or the reconfiguration of the parking stalls and drive aisles, within the Common Parking Area provided that doing so docs not cause a Renefitted Lot to no longer satisfy all applicable governmental parking requirements. In the case of the construction of new buildings, the area upon which they are located shall cease being subject to the parking easement granted under this Section 2 and shall no longer be considered Common Parking Area. 3. Access Easement Declarant hereby reserves to itself and grants to each successor owner of a Benefited Lot (see first column below), for its and their respective use and for the use of its and their respective Permittees. in common with all others entitled to use the same, a nonexclusive easement upon those portions of a Burdened Lot (see second column below) that are improved with driveways from time to time (the "Access Drives") for pedestrian and vehicular ingress and egress to and From the Benefited Lot and the public streets adjacent to the Burdened Lot. Benefited Lot Burdened Lot Lots 1-22 and Tax Lot 2305 Lots I, 2.9. 10. 19 and 20 Subject to compliance with applicable governmental requirements. Declarant shall have the right, from time to time, to relocate any of the Access Drives provided that: (i) such relocation shall be performed without expense to any other Lot owners and only after thirty (30) days' written notice thereof has been given to such owners; (ii) during such relocation work. Declarant provides reasonable substitute ingress and egress to and from each Benefited Lotaffected by such relocation and the public streets adjacent to the Burdened Lot; and (iii) the relocated Access Drives shall provide reasonable ingress and egress to and from each such Benefited Lot and the public streets adjacent to the Burdened Lot. Access to Beverly Street over that potion of the Property identified as "RFA Access Easement" on Exhibit "B" attached hereto is provided to the Lots pursuant to that certain Construction, Operation and Reciprocal Easement Agreement dated March 13, 1990, recorded on March 13, 1990, as Reception No. 90-11883 in the Official Records of Lane County, Oregon, as amended. 4. Utilities Easements and Mall Lot Easements. 4.1. Utilities Easements. Declarant hereby reserves to itself and grants to each successor owner of a Lot, for its and their respective use and for the use of its and their respective Permittees, nonexclusive casements for the use, maintenance, repair and replacement of sanitary sewers, storm drains, water and gas mains, electrical power lines, cable television, telephone lines and other -3- 48;4-8649-06095 Produced using RLID b~vrlid.org) on 03/032023 at 11:48 AM utility lines serving the respective Lots as of the date hereof (collectively, `Utility Facilities") in their respective locations existing as of the date hereof. All of such Utility Facilities shall be underground unless (i) the same are aboveground as of the date hereof or (ii) otherwise approved in writing by Declarant, exercised in its sole and absolute discretion. The foregoing utility casements only apply to Utility Facilities existing as of the date hereof. If an owner desires to install new Utility Facilities over another owner's Lot, then such owner must obtain a separate easement From the other owner, and in no event may such casement be located under any building located on the other owner's Lot The Grantee of any of the foregoing utility easements shall he responsible as between the Grantor and the Grantee thereof for the maintenance, repair and replacement of all Utility Facilities benefiting the Grantee's Lot. Prior to the commencement of any such maintenance, repair or replacement, the Grantee must obtain the Grantor's approval of the following, which approval shall not be unreasonably withheld or delayed: (i) a schedule identifying the commencement and completion dates and the hours that the work will be performed; (it) the plans for the work; (iii) the identity of the Person performing the work; (ie) a certificate of liability insurance from the Person performing the work satisfying the minimum limit of liability insurance required of the Grantee under the Sub -Declaration (or such lower amount as the Grantor may approve) naming the Grantor as an additional insured: and (v) such other items or information as the Grantor may reasonably request. The foregoing items and information must be delivered to the Grantor at least thirty(30) days prior to the scheduled commencement ofthe work. Notwithstanding the foregoing, (A) in the event of an emergency that necessitates immediate action, the Grantee may commence the work without first submitting the items and information set forth in clauses (i) through (v) above and obtaining Grantor's consent, but Grantee must submit such items and information to Grantor as soon thereafter as possible and the Person performing the work must be a licensed contractor and (6) if the workwill be performed by the utility company then (1) Grantor's approval under clause (iii) above will not be required and (2) the items and information under clauses (ii), (iv) and (v) above will not be required if the terms of the casement agreement with the utility company do not allow the Grantee to obtain the same from the utility company. All such work shall be performed in accordance with the approved plans (except in the case where approved plans are not required, as provided above), without cost or expense to the Grantor and in such manner as to cause as little disturbance in the use of the Servient Estate as may be practicable under the circumstances. Upon the completion of such work, the Grantee shall restore the portion of the Servient Estate affected by such work to the same condition as it was before the commencement of the work and in accordance with the approved plans (except in the case where approved plans are not required, as provided above). The Grantor of any o f the foregoing utility easements shall have the right from time to time to relocate any Utility Facilities on its Lot provided that such relocation shall be performed only after thirty (30) days' written notice thereof has been given to the Grantee. and such relocation: (i) shall not interfere with or diminish the utility services to the Grantee; (ii) shall not reduce or unreasonably impair the usefulness or function of such Utility Facility; (iii) shalt be performed without cost or expense to Grantee and (iv) shall not be located within public easements except for perpendicular crossings or as otherwise approved by the City of Springfield. -4- 4839-8649-060`15 Produced using RLID (www.rlid.org) on 03/032023 at 11:48 AM 4.2. Mall Lot Easements. (a) Mall Utilities. Declarant reserves for itself and grants to each successor owner of a Mall Lot, for its and their respective use and for the use of its and their respective Permitees, a non-exclusive easement through each Mall Lot for (i) the utility, wiring, heat, plumbing and other service elements serving the respective Mall Lots as of the date hereof (collectively, the "Mall Utilities") in their respective locations existing as of the date hereof, and (ii) reasonable access required to effectuate and continue the proper operation o f the improvements served by the Mall Utilities. The foregoing utility easement only applies to Mall Utilities existing as of the date hereof. If an owner of a Mall Lot desires to install new utilities within another owner's Mall Lot, then such owner must obtain a separate easement from the other owner. the provisions of the second and third paragraphs of Section 4.1 pertaining to the Utility Facilities shall apply to the Mall Utilities: provided, however, to the extent any Mall Utilities (or any portion thereof) are used in common by two or more Mall Lots, Declarant shall, at Declarant's cost, be responsible loathe maintenance, repair and replacement of those Mall Utilities (or portion thereof) that are used in common. Any Mall Utilities (or any portion thereof) that are not used in common shall be maintained, repaired and replaced by the owner of the Mall Lot that uses such Mall Utilities (or portion thereof) at such owner's cost. (b) Encroachment. Declarant reserves for itself and grants to each successor owner of a Mall Lot, for its and their respective use and for the use of its and their respective Permittees, a non-exclusive easement upon each Mall Lot and Mall Adjacent Lot for the purpose of accommodating any present or future encroachment as a result of engineering errors, construction, reconstruction, repairs, settlement, shifting, or movement of any portion of the Mall Lots or the existing improvements thereon as of the date hereof, or any other similar cause, and any encroachment due to building overhang or projection existing as of the date hereof, together with reasonable access required to maintain and repair the encroachment Architectural and/or building features are known to, or believed to, encroach from certain Mall Lots onto certain Mall Adjacent Lots as depicted on Exhibit "C" attached hereto. The Grantee of the foregoing encroachment easement (a) shall not, in the exercise of such easement, damage the improvements on the Grantor's Lot or interfere with the business operation conducted thereon and (b) shall ensure that the encroachment complies with all applicable laws of the City of Springfield (including but not limited to applicable building and fire code setbacks). The encroachment easement (i) does not apply to any improvement constructed after the date hereof other than a replacement of an improvement existing as of the dale hereof, provided such replacement is in the same location as the previous improvement and (ii) shall terminate as to a Mall Lot when the existing improvement on such Mall Lot no longer exists, unless such improvement is replaced by a new improvement in the same location within one year. 4.3 Lots 1446 Encroachments. Architectural and/or building features are known to, or believed to, encroach from Lots 14-16 onto Lot 10 as depicted on Exhibit "C" attached hereto ("Lot 14-16 Encroachments'). Declarant reserves for itself and grants to each successor owner of Lots 14-16, for its and their respective use and for the use of its and their respective Permittees, a non-exclusive easement upon Lot 10 for the purpose of accommodating the Lots 14-16 Encroachments. -5- 4914 8649n60e i Produced using RLID (w%w.rlid.org) on 03/032023 at 11:48 AM 5. Stormwater Drainage and Qua[ ib. Declarant reserves for itself and grants to each successor owner of a Lot a nonexclusive easement for (i) surface drainage over the drainage patterns and systems established for the Property and (ii) stormwater drainage into the Stormwater quality facilities serving the Property (the "Stormwater Facilities"). No owner of a Lot shall interfere with the established drainage pattern over its Lot front adjoining or other Lots unless such owner makes adequate provisions for proper drainage approved in writing by Declarant. The "established drainage pattern" is the drainage pattern existing as of the date hereof. Declarant shall be responsible for the maintenance of the Stormwater Facilities. 6. Dominant and Servient Estates. Each easement granted pursuant to the provisions hereof is expressly for the benefit of the Lot of the Grantee, and the Lot so benefited shal I be the dominant estate (the "Dominant Estate") and the Lot upon which such casement is located shall be the servient estate (the "Servient Estate'), but where only a portion thereof is bound and burdened, or benefited by a particular easement, only that portion so hound and burdened, or benefited, as the case may be, shall be deemed to be the Servient Estate or Dominant Estate, as the ease may be. Any casement granted pursuant to this Declaration may be abandoned or terminated by execution of an agreement so abandoning or terminating the same, by the owners of the Dominant Estate and Servient Estate. 7. Prohibition Against Gramme Easements. No owner shall hereafter grant an easement or easements of the type set forth in this Declaration for the benefit of any property not within the Property without the prior written approval of Declarant, exercised in Deelarant's sole and absolute discretion. 8. Notices. Any notice, demand, communication, certification, approval, consent, invoice and/or request (individually referred to as "notice"), required or allowed hereunder to be given to or by an owner shall be made in writing and shall be delivered by a nationally recognized overnight courier service or express mail service (such as, but not limited to, Federal Express). Notice shall be deemed given when actually received or refused by the party to whom the notice was sent, as evidenced by the delivery service's records. Notice to Declarant shall be delivered to the following address or such other address(es) as Declarant shall designate by notice properly delivered in accordance with this Section 8: BREI Gateway, LLC c/o Balboa Retail Advisors. LLC 1 161 1 San Vicente Boulevard, Suite 900 Los Angeles, CA 90049 Attention: Asset Manager Notice to any owner other than Declarant shall be delivered to the address most recently given by such owner to Declarant any other owner in accordance with this Section 8 or, if no such address shall have been given, then to the street address of such owner's Lot. Term. The term of this Declaration and the easements established hereunder shall be perpetual. -6- 4834-8649-06U&5 Produced using RLID b vd.rlid.org) on 03/032023 at 11:48 AM 10. Amendment. This Declaration may be amended only by a document executed and acknowledged by each owner and recorded in the Official Records of Lane County, Oregon; provided, however, (a) Declarant may, by a document executed and acknowledged only by Declarant and recorded in the Official Records of Lane County, Oregon (i) amend Section I(b) to reflect a di f erent Lot owner to be the Declarant hereunder or (ii) replace Exhibits "A" and `B" to reflect any subdivisions of, or lot line adjustments or other changes to, the Lots and (b) Section 4.2 may be amended by a document executed and acknowledged by each owner of the Mall Lots and recorded in the Official Records of Lane County, Oregon. 11. Severability. Ifany one or more of the provisions of this Declaration are held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Declaration shall not be affected or impaired in any way. 12. Attorneys' Fees. If any owner brings any action or proceeding against another owner for the adjudication of any rights tinder this Declaration, the prevailing owner shall be entitled to recover from the other owner all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing owner as determined by the court. 13. Covenants Running with the Land. Phis Declaration shall bind and inure to the benefit of Declarant and each successive owner of the Property, or any portion thereof; provided, however, each owner ofaportion of the Property. including Declarant, shall only be bound by the terms of this Declaration during such owner's period of ownership. 14. Governing Law. This Declaration shall be governed by and interpreted in accordance with Oregon law. IS. Nonmeraer. Although, at the time of the execution and recordation of this Declaration, Declarant is the fee owner of both the Dominant Estate and the Servient Estate, it is the express intent of this Declaration that the Doctrine of Merger shal I trot apply as to the casements established hereunder. The easements established hereunder shall continue unless such easement are specifically terminated by a mutually executed and recorded agreement of the owners of the Dominant Estate and Servient Estate. This nonmerger provision is perpetual, shall run with the land, and shall be binding upon and inure to the benefit ofthe respective successors and assigns of the Servient Estate and the Dominant Estate and all parties and persons claiming under them. IN WITNESS WHEREOF, Declarant has executed this Declaration as of the date fust above written. BRFI Gateway, LLC, a Delaware limited liability company Nie: Tide: A1; -7- 4834-8649-r609 s Produced using RLID (w ..rlid.org) on 03/032023 at 11:48 AM A Notary Public or other officer completing this certificate verities only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles OnJhyh2 Ili ZOZ'2 ,beforeme, Ntce� 1. shat l -o o✓r , (n.e I name"nd ort nr ml 1111.111)Notary Public, personally appeared Terr e-ri h Cuaba.r`e K� , who proved to me on the basis of satisfactory evidence to be the person(,) whose name(s) is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. w�!inr�ei c� �ne.a WITNESS my hand and official seal Cammna�n 9 1395260 Yr 4T* 6p'w len ir. x011 Signatureu-LCJ-'e<e L�A (Seal) -R- 4834-8644ll609 5 Produced using RLID (www.rlid.org) on 03/032023 at 11:48 AM EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY EXHIBI I"A" -t- 4834-9649-0609 5 t_ 4834-9649-06093 Produced using RLID (w ..rlid.org) on 03/032023 at 11:48 AM t�aBranch ENGINEERING= ttinrei9n Nlay 20, 2022 EXHIBIT A DECLARATION OF EASEMENTS SHOPPES AT GATEWAY Branch Engineering Inc. Project No. 21-035 Situated in the City of Springfield, Lane County, State of Oregon in the Southeast Y of Section 21 and Southwest % of Section 22, Township 17 South, Range 3 West of the Willamette Meridian, described more particularly as follows: Tax Lot 2305 All those lands conveyed as Parcel 1V of that Special Warranty Deed recorded on August 1, 2017 as Reception Number 2017-037745 in the Lane County Oregon Official Records Lots 1-22 Lots 1-22 of The Shoppes at Gateway as platted and recorded in the Lane County Oregon Plat Records. REGISTERED PROFESSIONAL LAND SURVEYOR DIGITALLY SIGNED OREGON NOVEMBER 30, 2007 RENEE CLOUGH 69162LS EUGENE -SPRINGFIELD ALBANY 310 51^ Street, Springfield, OR 97477 1 p 541.746.0637 I N't'✓ . branch e ng in ee ring. corn Produced using RLID (w Srlid.org) on 03/032023 at 11:48 AM EXIIIBIT "B" SITE ELAN EXT [[BIT " 48348649 06093 Produced using RLID (w ..rlid.org) on 03/032023 at 11:48 AM EXHIBIT "C' LXHIBI I C' 4831-8699-06095 Produced using RLID (w ..rlid.org) on 03/032023 at 11:48 AM Produced using RLID (w ..rlid.org) on 03/032023 at 11:48 AM EXHIBIT C DECLARATION OF EASEMENT ENCROACHMENTS Branch ENGINEERING- Since 1977 LEGEND 310 5th Street LOT LINE Springfield, OR 97477 p: 541.746.0637 i1i?'Sxli?'L?i BUILDING www.BranchEngineering.com .��.� ARCHITECTURAL AND/OR BUILDING FEATURES ARE KNOWN TO, OR BELIEVED TO, ENCROACH HERE J 150 3 0 LOT 9 \' EO LOT 2 LOT 20 I LOT 8 ' ry 0 ' LOT 7 LOT 6 �LOT 19 LOT I8 LOT 1 LOT 16 a LOT 5 ' h LOT 10 / _ @p! ; LOT 15 LOT 4 pr` �� LOT 14 1 y LOT 3 o LOT 11 TL 2307 NOT A PART TL 2305 PROJECT No. 21-035 Produced using RLID (w ..rlid.org) on 03/032023 at 11:48 AM ACKNOWLEDGMENT LAnatary public or other officer completing this ficate verifies only the identity of the individuasigned the document to which this certificateished, and not the truthfulness, accuracy, or ity of that document. State of California County of t_OS ) On'1Une 20 Zo zz before me, Ktg. ka tt5hei Lo , UrfFa— ild r (insert name and title o the office ) personally appeared jU r-<c�k 't'r U6l�-vr ^titLv who proved to me on the basis of satisfactory evidence to be he person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(&), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. NF11»11 ro.,myry ' Signature t94s-�Q.� (Seal) Produced using RLID (www.rlid.org) on 03/032023 at 11:48 AM