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HomeMy WebLinkAboutDeed APPLICANT 3/8/202321) ; 8Z `tom After Recording Pteturn To: Woom Tide & Escmw CompwW 497 OWmy Fid, && 340, Eugene, OR 97401 After recording return to: Paul Hastings LLP 71 South Wacker Drive Suite 4500 Chicago, Illinois 60606 ATTN: Gregory Spitzer, Esq. Until a change is requested all tax statements shall be sent to the following address: BREI Gateway, LLC 11611 San Vicente Boulevard Suite 900 Los Angeles, California 90049 Lane County Clerk Lane County Deeds & Records 2017-011362 03/07/2017 01-.14-.10 PM RPR -DEED Cnt=l Stn=O CASHIER 02 1 7pages $21.00 $85.00 $10.00 $11.00 SPECIAL WARRANTY DEED The true consideration for this conveyance is $107,500,000.00. GGP-GATEWAY MALL L.L.C.. a Delaware limited and specially warrants to BRFI GATEWAY, LLC, ("Grantee"), the following described real property free specifically set forth herein: $127.00 liability company ("Grantor"), conveys a Delaware limited liability company of liens and encumbrances, except as 4 LEGAL DESCRIPTION; Real property in the County of Lane, State of Oregon; described as follows: See Exhibit "A" attached hereto and made a part hereof. Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM Special Warranty Deed- continued Prop. ID: 17-03-22-00-02109, 17-03-22-00-022005 17-03-22-00-02215, 17-03-22-04-02219, 17- 03-22-00-02300 and 17-03-22-00-02305 Provided, however, that the real property described above is conveyed subject to, and there are excepted from the special Warranty covenants of Grantor, any and all reservations, restrictions, easements, conditions, encumbrances, and other matters of title and/or of survey set forth on Exhibit "B" attached hereto and made a pari hereof.. BEFORE SIGNING OR. ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS; IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO I I, OF CHAPTER 424, OREGON LAWS 2007; AND SECTIONS 2 TO 9 AND 17, CHAPTER. 855, OREGON LAWS 2009. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN' VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.410_ TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR. FOREST PRACTICES, AS DEFINED IN ORS 30.930 AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS; IF ANY, UNDER ORS 195.300, 195.301 AND 1.95.305 TO 195.336 AND SECTIONS 5 TO 11, OF CHAPTER 424, OREGON LAWS 2407, AND SECTIONS 2 TO 9 AND 171, CHAPTER 555; OREGON LAWS 2009; AND SECTIONS 2 TO 7, CHAPTER 81, OREGON LAWS 2010. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM r 41 Dated this � day of , 2017. 0 GGP-GATEWAY MALL L.L.C., a Delaware limited liability company By: Name State of IlEtd--Y01ZK, County of 00W *%( SSG : tjWL. Harper Title: Chief Executive Officer This a � This instrument was acknowledged before me on this da f Aok&4- g yo,�017byGGP 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. NICHOLAS P. WIWAMS Nobe j PublfiC6 State of New York No. 01 VOB31 0400 Mal fled In Now York County Commkwim fires July 25, 2018 Notary Public for IJew Yori< My Commission Expires J. 2.5. t`X C [Gateway special Warranty Deed] Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM EXHIBIT A LEGAL DESCRIPTION PARCEL I Beginning at a point on the East line of Interstate Five, said point being 600.0 feet North 040 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 00' 04' Nest 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 corner of the W. M. Stevens Donation Land Claim No. 46, Section 22, Township 17 South; Range 03 Nest of the Willamette Meridian, Lane County, Oregon, running thence North 040 40' 04" East along the East line of. Interstate 5 a distance of 1.360.7 feet to the Southwest corner of that, certain tract of land conveyed in Tract II 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 04° 55' 44" West along the West line of Gateway Street 1.064.03 feet; thence along the Nest 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 589.63 feet; thence West 450.0 feet to the Place of Beginning. PARCEL II 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 line 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' Nest from the Southwest corner of said Stevens Donation Land Claim; running thence South 68° 40' West 564.27 feet; thence West 619.49 feet to a point on the East line of Interstate Five; thence North 00° 40' 04" East along the East line of Interstate Five a distance of 600.0 feet; thence East 450.0 feet; thence North 68° 40' East 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 680 40' West 267.08 feet to the Place of Beginning. PARCEL III 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: -- � - __ . Beginning at a point on the Nest 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. Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM the Northwest corner 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 00 04' West, 1870.77 feet from the Southwest corner of said Donation Land Claim No. 46; thence North 0° 04' West 278.19 feet along said West line; thence North 89° 45' 20" East 287.16 feet to a point on the Westerly right of way line of Gateway Street; thence North 4° 56' East 106.83 feet along the Westerly right of way line of Gateway Street to a point which bears North 890 45'20" East from the True Point of Beginning; thence South 89° 45'20" Nest 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 68° 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 Nest 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 arc 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 4° 41' 18" East 310.02 feet; to the Southwest corner of that certain parcel conveyed to Gateway Mall Limited Partnership, a South Dakota Partnership by instrument recorded under Reception N o . 88-1,2552 Offcial 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 corner 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 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. Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM 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 17-0322-00-02109, 17-03-22-00-02200, 17-03-22-00-02218, 1.7-03-22-00- 02219, 1.7-03-22-00-02300 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 1.25.69 feet from the Southwest corner of the W.M. Stevens Donation Land Claire 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 Harlow 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-Aof-way a distance of 2647.83 feet to the Southwest corner of that parcel described on Reel 1.1.39, 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 along said Westerly right-of-way the following courses and distances: along the arc of a 53.0 foot radius curve richt (the chord of which hears South 15 degrees 55' 15" west a distance of 20.14 feet) a distance of 20.27 feet; thence along the arc of a 127.0 foot radius curve left (the chord of which bears South 15 degrees 55' 15" west a distance of 48.27 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 3 9' 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 radius curve left; thence along the arc 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 11 degrees 1.2' 04" west a distance of 19.54 feet) a distance of 19.66 feet; thence along the arc of a 127.0 foot radius curve left (the chord of which bears South 10 degrees 31' 53" west a distance of 49.75 feet) a distance of 50.07 feet; thence along the arc of a 2917.93 foot radius curve left (the chord of which bears South 02 degrees 3 P 23" East a distance of 1. 79.44 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' 1.1 " 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 Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM 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. 94-11.882, 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 corner 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 3 5.78 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' OOT' 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 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 March 8, 1990, Reception No. 90-1.1.1.94. Official Records of Lane County, (Tax Lot Numbers 17-03-22-00-02109, 17-03-22-00-02200, 02219, 17-03-22-00-02300 and 17-03-22-00-02305) PARCEL V: and- Sale Deed recorded Oregon. 17-03-22-00-02218, 17-03-22-00- Together with those rights and easements constituting rights 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 March 13, 1990, recorded March 13, 1990 under Recorder's Reception No. 90-11883. in the Official Records of Lane County, Oregon and as amended by instruments recorded June 13. 2003; Document No. 2003-053669, recorded October 29, 2013, Document No. 2013--056807 and recorded June 10, 2014, Document No. 2014-021249. Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM EXHIBIT B EXCEPTIONS 1. Any lien, or right to lien, for services, labor or material hereafter furnished, imposed by law and not shown by the public records. 2, Utility Easement created by instrument, including the terms and provisions thereof, Recorded: June 23, 1926 Volume 148, Page 569, Lane county Records In favor of: Mountain States Power company (now Pacific Power & Light company) For: electric transmission lines and/or electric distribution system 3, Utility easement created by instrument, including the terms and provisions thereof, Recorded Volume 148, In favor of: For: June 23, 1926 Page 571, Lane County Records Mountain States Power company (now Pacific Power & Light Company) electric transmission lines and/or electric distribution system 4, Easement for canal contained in and Water company and Ira H. thereof, Water Contract betwee Ca I ef, et a l , Recorded: November 4, 1936 Volume 189, Page 24, Lane county Records including n Eugene -Springfield Land the terms and provisions The above easement was assigned by numerous documents, the last of which was Quitclaim Deed, Recorded: Document No.: To: 5. An easement created by Recorded: Document No.: Boob 333, Page 637, In favor of: February 22, 1989 89-08203, Lane county Records Gateway Mail Limited Partnership instrument, including the terms and provisions thereof, October 15, 1945 24684, Lane county Records Lane county Records Mountain States Power company 6, Access Restrictions to Interstate 5 (Pacific Highway) as disclosed by deed from Anna Boyd Davis Reed, et vir, to the State of Oregon, by and through its State Highway Commission, including the terms and provisions thereof, Recorded: June 28, 1957 Document No.: 16055, Lane county Records Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM 7. Relinquishment of Access Rights to Interstate 5 (Pacific Highway) contained in deed from Hazel Calef, a widow, to the State of Oregon, by and through its State Highway Commission, including the terms and provisions thereof, Recorded. May 15, 1958 Document No.. 38851, Lane County Records 8. Utility easement created by instrument, including the terms and provisions thereof, Recorded: October 30, 1959 Document No.: In favor of: For: 82151, Lane County Records City of Eugene electric power, telephone and telegraph equipment, lines and poles As and to the extent shown on Survey dated December 5, 2016, last modified February 28, 2017, by Duryea & Associates, P.S., Job No. 15-2022 (the "Survey'). 9. Utility easement created by instrument, including the terms and provisions thereof, Recorded: November 3, 1959 Document No.: 82428, Lane County Records In favor of: City of Eugene For: electric power, telephone and telegraph equipment, lines and poles As and to the extent shown on the Survey. 16. Utility easement Recorded: Document No.: In favor of: For: created by instrument, including the terms and provisions thereof, February 21, 1962 60269, Lane County Records Pacific Power & Light Company electric transmission and distribution lines As and to the extent shown on the Survey. 11. Utility easement created by Recorded: Document No.: In favor of: For: instrument, including the terms and provisions thereof, February 21, 1962 60270, Lane County Records Pacific Power & Light Company electric transmission and distribution lines As and to the extent shown on the Survey, Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM 12. Unrecorded floodway easement as disclosed by instrument recorded between the McKenzie water Control District grantor and Pacific Power & Light company, grantee, including the terms and provisions thereof, Recorded: May 21, 1962 Document No.: 70248, Lane county Records As and to the extent shown on the Survey. 13. Intentionally omitted 14. An easement c Recorded. Document No,.: In favor of: For: rested by instrument, including the terms and provisions thereof, September 24, 1 976 76-50098, Lane county Records City of Springfield sanitary sewer As and to the extent shown on the Survey. 15. An easement created by in Recorded: Document No.: In favor of: For: strument, including the terms and provisions thereof, September 24, 1976 76-50099, Lane county Records City of Springfield sanitary sewer As and to the extent shown on the Survey. 16. Utility easement created by instrument, including the terms an Recorded: February 8, 1980 Document No.: 80-07062, Lane County Records In favor of: city of Springfield As and to the extent shown on the Survey. 17. Disposition and terms and prov Recorded: Document No.: d provisions thereof, Development Agreement with the city of Springfield, including the isions thereof, October 21, 1988 Amended by instrument, Recorded: Document No.: 88-44251, Lane county Records February 11, 1998 98-09140, Lane county Records (Excluding all payment obligations contained therein, including without limitation Sections 8 and 22 of the original agreement and Section 4 of the 1995 amendment) Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM 18, A permit and easement created by instrument, including the terms and provisions thereof, Recorded: September 28, 1989 Document No.: $943900, Lane County Records In favor of: City of Eugene F For: underground electric utility line As and to the extent shown on the Survey. 19. An easement c Recorded: Document No.: In favor of: reated by instrument, including the terms and provisions thereof, February 23, 1990 90-08986, Lane County Records Rainbow water and Fire District As and to the extent shown on the Survey. 20. An easement created by Recorded: Document No,,: In favor of: instrument, including the terms and provisions thereof, March 8, 1990 90-11195, Lane county Records City of Springfield As and to the extent shown on the Survey. 21, construction, opera Limited Partnership provisions thereof, Recorded: Document No.. (Parcel II) tion and Reciprocal Ea and Dayton Hudson sement by and between Gateway Mall Corporation, including March 13, 1990 90--11883, Lane county Records the terms and First Amendment to construction, operation and Reciprocal Easement Agreement, including the terms and provisions thereof, Recorded: dune 13, 2003 Document No.: 2003-053059, Lane County Records Second Amendment to Construction, operation and Reciprocal Easement Agreement, including the terms and provisions thereof, Recorded: Document No.: October 29, 2013 2013-056807 Third Amendment to construction, operation and Reci including the terms and provisions thereof, Recorded: .dune 10, 2014 procal Easement Agreement, Document No.: 2014-021249, Lane county Records 22. Terms, provisions and conditions of easement, as conta Agreement dated March 13, 1990, by and between Gateway M and Dayton Hudson corporation, as disclosed by Memorandum Recorded: March 13, 1990 Document No.: 90--11884, Lane county Records Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM ined in that certain all Limited Partnership 23. Unrecorded lease, including the terms and matters, interest, or exceptions as m original lease, Lessor: Lessee: A memorandum o ay appea provisions thereof, and such other r necessary upon examination of the Gateway Mali Limited Partnership, a South Dakota Limited Partnership Sears, Roebuck and Co., a New York corporation f which was, Dated: March 2, 1990 Recorded: April 9, 1990 Document No.: 90--16157, Lane county Records (containing no purchase options, rights of first refusal or rights of first offer) 24. Lease, including the terms Dated: Recorded: Document No,,: Between: and provisions thereof, a memorandum of which was, February 28, 1995 April 11, 1995 95-19998, Lane county Records Gateway Mall Partners, a South Dakota general partnership, Lessor and United Merchandising Corp., a California corporation, Lessee (containing no purchase options, rights of first refusal or rights of first offer) 25. An easement created by instrument, including the terms and provisions thereof, Recorded: June 18, 1996 Document No.: 96-40795, Lane County Records In favor of: City of Springfield For: underground electric distribution line As and to the extent shown on the Survey. 26. city of Springfield Improvement Agreement and Application for Sewer Hookup, including the terms and provisions thereof, Recorded: June 20, 1996 Document No.: 96-41612, Lane county Records 27. An easement created by instrument, including the terms and provisions thereof, Recorded: October 30, 1936 Document No.: 96-73241, Lane county Records In favor of: city of Springfield For: underground electric distribution line As and to the extent shown on the Survey. 28. An easement created by instrument, including the terms and provisions thereof, Recorded: September 26, 1997 Document No.: 97-65399, Lane county Records In favor of: City of Springfield For: public utilities As and to the extent shown on the -Survey. Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM 29. Lease, including the terms and provisions thereof, Dated: August 20, 1999 Recorded: September 7, 1999 a memorandum of which was, Document No.: 99-077472, Lane County Records Between: Gateway Mall Partners, a South Dakota general partnership, Lessor, and Cinemark USA, Inc., a Texas corporation, Lessee (containing no purchase options, rights of first refusal or rights of first offer) 30. An easement created by instrument, including the terms and provisions thereof, Recorded: November 16, 2001 Document No.: 2001-076670, Lane county Records In favor of: City of Springfield, acting by and through its Springfield Utility Board For: underground electric distribution line As and to the extent shown on the Survey. 31. Unrecorded lease, Dated. Lessor: Lessee: including the terms and provisions thereof, April 17, 2001 GG P -Gateway Mall, LLC, a Delaware limited liability company RCI Realty, LLC, a Georgia limited liability company Disclosed by: Memorandum of Lease Recorded: March 1, 2002 Document No.:. 2002--010301, Lane County Records Assignment of Dated: Recorded. Document No.: Rights in Lease, including the terms and provisions t October 11, 2002 October 30, 2002 2002-084778, Lane County Records Memorandum of Assig Dated: Recorded. Document No.: To hereof, nment of Lease, including the terms and provisions thereof, October 11, 2012 October 16, 2012 2012-053095, Lane County Records Apple Oregon LLC, a Delaware limited liability company (containing no purchase options, rights of first refusal or rights of first offer) 32. An easement created Recorded: Document No.: In favor of: For: by instrument, including the terms and provisions thereof, June 4, 2002 2002-042930, Lane County Records City of Springfield, acting by and through its Springfield Utility Board electric distribution and telecommunication lines As and to the extent -show-n-on th-e Survey. -- Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM I �. — � _ . J_ . . 33. Unrecorded lease, including the terms and provisions thereof, Dated: September 14, 1935 Lessor: GGP-Gateway Mall, L.L.C. formerly known as Gateway Mall Partners, a South Dakota general partnership Lessee: Disclosed Recorded Docu men OCB Restaurant Co., a Minnesota corporation, as successor by merger to OCB Realty, Co. by: Memorandum of Lease t No.: June 13, 2003 2903.953841, Lane County Records The lessee's interest in the above lease was assigned by Assignment of Lease, including the terms and provisions thereof, Dated: June 6, 2003 Recorded: June 1 3, 2003 Document No.: 2403--053542, Lane county Records From: OCB Restaurant Co., a Minnesota corporation, as successor by merger to OCB Realty Co. To: ORG5, LLC, a Delaware limited liability company (containing no purchase options, rights of first refusal or rights of first offer) Grant Deed (Improvements Recorded: Document No.: (affects only im ), including the terms and provisions thereof, June 13, 2003 2003-053543, Lane county Records provements owned by ORG5, LLC} 34. Memorandum of Affiliate sublease, including the terms and provisions thereof, Dated: June 4, 2003 _ Recorded: June 13, 2003 Document No.: 2003-053847, Lane County Records Sublessor: ORG5, LLC, a Delaware limited liability company Sublessee: GRG Properties, LLC, a Delaware limited liability company (containing no purchase options, rights of first refusal or rights of first offer) 351, Memorandum of Lease, including the terms and provisions thereof, Dated: June 6, 2003 Recorded: June 13, 2003 Document No.: 2003-053850, Lane County Records Lessor: ORG Properties, LLC, a Delaware limited liability company Lessee: O.R.G. Restaurants, LLC, a California limited liability company (containing no purchase options, rights of first refusal or rights of first offer) Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM 36. Memorandum of Lease, including the terms and provisions thereof, Dated: August 15, 2005 Recorded: Document No.: Lessor: Lessee: November 15, 2005 2005-090944, Lane County Records GGP-Gateway Mall, L.L.C., a Delaware limited liability company Kohl's Department Stores, Inc., a Delaware corporation (containing no purchase options, rights of first refusal or rights of first offer) 37. Terms, provisions and conditions of easement, including but not limited to maintenance provisions contained in General Judgment Filed: Circuit Court C Recorded: Document No.: For: March 27, 2007 ase No.: 16 06 00281 April 6, 2007 2007022874, Lane County Records bicycle/pedestrian facility As and to the extent shown on the Survey. 38. Landlord Agreement, including the terms and provisions thereof, Recorded: December 26, 2012 Document No,: 201.2-066081, Lane County Records Between: Apple Oregon LLC, a Delaware limited liability company, as successor in interest to the tenant named therein And: GGP--Gateway Mall L.L.C. , a Delaware limited liability company 39. Memorandum of Lease, Dated: Recorded: Document No.: Lessor: Lessee: (containi including the terms and provisions thereof, December 5, 2012 December 27, 2012 2012-066273, Lane County Records GGP-Gateway Mall L. L.C., a Delaware limited liability company Wal-Mart Stores, Inc., a Delaware corporation ng no purchase options, rights of first refusal or rights of first offer) 40. Memorandum of Lease, Dated: Recorded: Document No.: Lessor: including the terms May 6, 2013 May 17, 2013 and provisions thereof, 2013-026684, Lane County Records Gateway Mall L.L.C., a Delaware limited liability company Lessee: Wingmen V, LLC, a Washington limited liability company (containing no purchase options, rights of first refusal or rights of first offer) I .. Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM i 41. Notice of operations and Maintenance Agreement, Private Stormwater Management and Treatment System, including the terms and provisions thereof, Dated : February 25, 2014 Recorded. February 26, 2014 Document No.: 2014-005757, Lane County Records 42. Memorandum of Lease, including the terms and provisions thereof, original lease Dated: March 31, 2014 Recorded: May 5, 2014 Document No.: 2014-016278, Lane county Records Lessor: GGP-Gateway Mall, LLC, a Delaware limited liability company Lessee: Hobby Lobby Stores, Inc., an Oklahoma corporation (containing no purchase options, rights of first refusal or rights of fi rst offer) 43. Memorandum of Lease, including the terms and provisions thereof, Dated: February 10, 2015 Recorded: February 24, 2015 Document No.: 2015-007001, Lane county Records Lessor: GGP-Gateway Mall L.L.C., a Delaware limited liability company Lessee: Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (containing no purchase options, rights of first refusal or rights of first offer) 44. Memorandum of Lease, i thereof, Dated. Recorded. Document No.: Lessor. Lessee: ncluding the terms and provisions December 15, 2014 March 13, 2015 2015-009799, Lane County Records GGP-Gateway Mall, L.L.C., a Delaware limited liability company Ross Dress for Less, Inc., a Virginia corporation (containing no purchase options, rights of first refusal or rights of first offer) 45. Encroachment of improvements into easement for underground waterline and appurtenances, recorded February 23, 1990, Document No. 90- 08980, Lane County Records and into easement for utilities, recorded June 181 1990, Document No. 96--40795, as shown on the Survey. 46. Rights of the following parties in possession as tenants or licensees only, under unrecorded leases or licenses, with no rights of first refusal, or options or rights to purchase any portion of the property: KOHL'S DEPARTMENT STORES INC. SEARS TARGET ASHLEY HOME FURNISHINGS CABELA'S HOBBY LOBBY Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM HOMETOWN BUFFET INTERNATIONAL FITNESS MARSHALLS PETCO SUPPLIES & FISH ROSS DRESS FOR LESS CINEMARK APPLEBEE'S ASPEN DENTAL BIC 5 SPORTING GOODS BUFFALO WILD WINGS GRILL & BAR CARL'S JR. CHIPOTLE FIREHOUSE SUBS MENCHIE'S NOODLES & COMPANY ORIGINAL ROADHOUSE GRILL PANERA BREAD SLEEP TRAIN T -MOBILE WAL- MART DIAMOND WIRELESS GAM ESTO P HARRY RITCHIE JEWELERS KAY JEWELERS MAU RICES NAILS NOW NAILS UNCORKED OREGON SPORTS PAYLESS S HOESOU RCE RACK ROOM SHOES STATE OF OREGON -MILITARY DEPARTMENT U LTA US ARMY/NAVY RECRUITING CARDTRONICS Al EYEBROW BY THREADING CRAFTERS ALLEY FRESH AND NATURAL INDULGE ANTIQUES NORTHWEST BEDS OREGON SPORTS SOUTHERLAND INSURANCE GROUP TALK TIME BITCOINNW KIDDIE CONCEPTS MINI MELTS CTM JELSALAIS INDUSTRIES BLUEGREEN VACATIONS INNOVATIVE VENDING^SOLUTIONS Produced using RLID (w .rlid.org) on 01/25/2023 at 11:14 AM Firs(American OTIRO C-04 Convimtent for Title Insurance Oregon — 2021 v. 01.00 (07-01-2021) Transaction Identification Data, for which the Company assumes no liability as set forth in Commitment Condition S.e.: Issuing Office: Escrow Officer Name: Latasha Biddle First American Title Insurance Company Escrow Officer Number: (215) 568-9502 National Commercial Services Two Liberty Place Escrow Officer Email: Ibiddle@firstam.com 50 South 16th St., Suite 2600 Philadelphia, PA 19102 Issuing Office's ALTA& Registry ID: 0005321 Commitment Number: NCS -1162791 -PHIL Issuing Office File Number: NCS -1162791 -PHIL Property Address: 2730-2720 Gateway Street, Springfield, OR Revision Number: 3 Title Officer Name: Michele Ingersoll Title Officer Number: (215) 568-9502 Title Officer Email: MIngersoll@frstam.com 1141)14,11117:1 1. Commitment Date: January 12, 2023 at 8:00 a.m. 2. Policy to be issued: a. ALTA& Standard Owners Policy Proposed Insured: To Be Determined Proposed Amount of Insurance: $TBD Govt Service Charge Cost $30.00 The estate or interest to be insured: See Item 3 below 3. The estate or interest in the Land at the Commitment Date is: Fee Simple 4. The Title is, at the Commitment Date, vested in: BRFI Gateway, LLC, a Delaware limited liability company S. The Land is described as follows: See Exhibit A attached hereto and Tirade a part hereof This page & only a part ofa 2021 ALTA Commibnent for Title Insuranre issued by First Amen Title Imumnoa Congeny. 7h& Comrnbneot& not vakd Wthout the Nofim; Me Commibnent to &sue ibliry; Me Commibnent Cone"tions; Schedule A� Schedule 8, Rant I—Requmnenb, and Scheduk B part I7—Exmpbonr and rounlersgnalvre by the Congany oras esuing agent Mat may be in efecbonic form. Copyright 2021 American land title Association. All rights reserved The use of this Fore (or any derivative diersof) is reshcled b ALTA licensees and ALTA rnerrbers in good standing as of the dab• of use. NI oilier uses are prohibited. First American OTIROC-04Conwianentfor Title Insurance Oregon — 2021 r. 01.00 (07-01-2021) First American Title Insurance Company National Commercial Services By: Authorized Signatory This page & only a part ofa 2021 ALTA Commisnent for Tale Insuranre issued by First Amen Title Imuran= Congeny. 7h& Comnssneot& not vakd ewthout the Nofim; Me Commisnent to &sue ibliq; Me Commibrent Con&"tions; Schedule A. Schedule B, Part I—Requmnents, and Scheduk B part 77—Exmpbons, and rounlersgnalvre by she Congany or as &suing agent Mat may be in efecsonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forth (or any derivative diersof) is restricted b ALTA licensees and ALTA rnerrbers in good standing as of the date of use. NI oilier uses are prohibited. First American OTIROC-04Comrrimtentfor Title Luurence Oregon — 2021 v. 01.00 (07-01-2021) Commitment No. NCS -1162791 -PHIL SCHEDULE B, PART I—Requirements All of the following Requirements must be met: 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums, fees, and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. S. The marital status of the vested owner described in Paragraph 4 of Schedule A is consistent with the mantel status identified in the most current instrument vesting Title. First American Title Insurance Company does not represent that this is the current marital status of the vested owner. The current mantel status of the vested owner should be provided to the Company prior to closing. Additional requirements may be imposed based upon any change in marital status since the recording of the current vesting deed. 6. If a proposed mortgage or deed of trust will secure, in whole or in part, construction advances, in order to consider providing coverage against statutory liens for services, labor, or materials arising from construction of improvements or work related to the Land, the Company will require: 1. Project budget, including hard costs, soft costs, equity contributions, and sources and uses. 2. An indemnity agreement on a form to be provided, and executed by indemnitor(s) approved, by the Company. 3. Direct contract(s) with any general contractor(s), including projected schedule for completion of construction. 4. Draft loan agreement detailing construction advance disbursement controls (or separate disbursement agreement, if applicable) and guaranty/ees. S. An appraisal, if lender has required one. Upon receipt and review of the foregoing, the Company reserves the right to require additional documentation. The cost for construction lien coverage will vary depending on if we issue up front coverage or incremental coverage: 1. Full upfront coverage - the cost is $2.50 per thousand of the loan amount in addition to the title insurance policy fee. This page & only a part of 2021 ALTA Commibrent for Title Insuranre issued by First American Title Imumnas Congeny. 7h& Comnssneot& not vakd Wthout the Mofim; Me Commibrent to &sue ibliry; Me Commibrent Cone"tions; Schedule A� Schedule B, Parti—Requmnenis, and Scheluk B Part II—Exmpbons, anda ro tersgnatum by the Congeny or& esuing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Fomn (or any derivative diersof) is restricted te ALTA licensees and ALTA members in good standing as of the date of use. NI oilier uses are Prohibited. First American OTIROC-04Convimtentfor Title Insurance Oregon — 2021 v. 01.00 (07-01-2021) 2. Incremental coverage - the cost is $1 per thousand of the loan amount in addition to the title insurance policy fee. This page & only a part ofa 2021 ALTA Commibnent for Tale Insuranre issued by First Amen Title Imumnas Congeny. Th& Comnsbneot& not vakd ewthout the Nofim; Me Commibnent fo &sue ibliq; Me Commibnent Cone"tions; Schedule A� Schedule 8, Rant I—Requmnents, and Scheduk B part 77—Exmpbons, and ro tersgnatum by the Congany or as &suing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forth (or any derivative thersof) is restricted b ALTA licensees and ALTA nerrbers in good standing as of the date of use. NI oilier uses are prohibited. Firs(American 07IRO C-04 Commitment for Title Insurance Oregon — 2021 v. 01.00 (07-01-2021) Commitment No. NCS -1162791 -PHIL SCHEDULE B, PART II—Exceptions Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This Commitment and the Policy treat any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document will be excepted from coverage. The Policy will not insure against loss or damage resulting from the teras and conditions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Any defect, lien, encumbrance, adverse claim, or other natter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I—Requirements are met. 2. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 3. facts, rights, interests or claims which are not shown by the Public Records but which could be ascertained by an inspection of the Land or by making inquiry of persons in possession thereof. 4. Easements, or claims of easement, not shown by the Public Records; reservations or exceptions in patents or in Acts authorizing the issuance thereof; water rights, claims or title to water. S. Any encroachment (of existing improvements located on the Land onto adjoining land or of existing improvements located on adjoining land onto the Land), encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. 6. Any lien or right to a lien for services, labor, material or equipment, unless such lien is shown by the Public Records at Date of Policy and not otherwise excepted from coverage herein. This page & only a pert of 2021 ALTA Commibnent for Title Ins mnre issued by First American Title Imumnoe Conp any. 7h& Commisneot& not vakd Wthout the Mofim; Me Commibnent to &sue ibliry; Me Conmibnent Cone"tions; Schedule A� Schedule B, Parti—Requmt eno, and Scheluk B Part II—Exmpbons, anda ro tersgnature by the Corl any or its &suing agent Mat cosy be in efecbonx form. Copyright 2021 American land title Association. All rights reserved. The use of this Fomn (or any derivative diereof) is restrcled b ALTA licensees and ALTA reeabers in good standing as of the dam of use. NI oilier uses are prohibited. Firs(American OTIROC-04 Conwitrent for Title Insurance Oregon - 2021 v. 01.00 (07-01-2021) The exceptions to coverage 2-6 inclusive as set forth above will remain on any subsequently issued Standard Coverage Title Insurance Policy. In order to remove these exceptions to coverage in the issuance of an Extended Coverage Policy the following items are required to be furnished to the Company; additional exceptions to coverage may be added upon review of such information: Survey or alternative acceptable to the Company Affidavit regarding possession Proof that there is no new construction or remodeling of any improvement located on the Land. In the event of new construction or remodeling the following is required: i. Satisfactory evidence that no construction liens will be fled; or ii. Adequate security to protect against actual or potential construction liens; iii. Payment of additional premiums as required by the Industry Rate Filing approved by the Insurance Division of the State of Oregon 7. Water rights, claims to water or title to water, whether or not such rights are a wetter of public record. 8. City liens, if any, of the City of Springfield. Note: NO SEARCH HAS BEEN MADE. If inquiry is desired, please contact your Title Officer for a lien search. 9. Easement, including terms and provisions contained therein: Recording Information: June 23, 1926 in Book 148, Page 571, Deed Records of Lane County, Oregon In Favor of: Mountain States Power Company For: Electric transmission lines and/or electric distribution system 10. Limited access provisions contained in Deed to the State of Oregon, by and through its State Highway Commission recorded June 28, 1957, Reception No. 16055 Deed of Records, which provides that no right of easement or right of access to, from or across the State Highway other than expressly therein provided for shall attach to the abutting property. 11. Easement, including terms and provisions contained therein: Recording Information: February 21, 1962, Reception No. 60270 In Favor of: Pacific Power 8. Light Company For: Electric transmission and distribution lines 12. Easement, including terms and provisions contained therein: Recording Information: May 21, 1962, Reception No. 70248 In Favor of: Pacific Power 8. Light Company This page & only a part of 2021 ALTA Commibnent for Title lns mrz issued by First Amen Title Imumnoe Conpeny. 7h& Conmsnent & not raid mahout the &bm; Me Conmbnent to &sue Pole Me Conmbnent Cone""tions; Schedule A� Schedule 8, Part I—Requmre nts, and Scheduk B Part I7—Exmpbbnr anda rountersgnaNre by the Congany arils &suing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Fore (or any derivative diereof) is restricted b ALTA licensees and ALTA members in good standing as of the date of use. NI oilier uses are prohibited. First American OTIROC-04ComtiYnentfor Title Insurance Oregon — 2021 v. 01.00 (07-01-2021) For: Electric transmission and distribution lines 13. Easement, including terms and provisions contained therein: Recording Information: May 21, 1962, Reception No. 70248 In Favor of: McKenzie Water Control District For: Floodway and ditches 14. Easement, including terms and provisions contained therein: Recording Information: February 08, 1980, Reception No. 80-07062 In Favor of: City of Springfield For: Public utilities 15. Disposition and Development Agreement and the terms and conditions thereof: Between: The City of Springfield And: Gateway Mall Limited Partnership Recording Information: October 21, 1988, Reception No. 88-44251 Modification and/or amendment by instrument: Recording Information: March 13, 1990, Reception No. 90-11886 and February 11, 1998 as Instrument No. 98-09140 16. Waiver, Consent to Pay Assessment, Agreement to Pay Certain Improvement Costs, and Agreement for Provision of Surety including the terms and provisions thereof: Dated: October 3, 1988 Recorded: October 21, 1988, Reception No. 8844252 Executed by: Gateway Mall Limited Partnership 17. Construction, Operation and Reciprocal Easement Agreement, including terms and provisions thereof: Recorded: March 13, 1990, Reception No. 90-11883 Modification and/or amendment by instrument: Recording Information: June 13, 2003 as Instrument No. 2003-053669 Modification and/or amendment by instrument: Recording Information: October 29, 2013 as Instrument No. 2013-056807 This page & only a part o f a 2021 ALTA Commibnent for Tale Insurenre issued by First American Title Imumnas Congeny. 7h& Comnsbneot& not vakd mahout the Nofim; Me Commibnent fo &sue ibliry; Me Commibrent Cone"tions; Schedule 4, Schedule 8, Rant I—Requmnents, and Scheduk B part 77—Exmpbonr and rountersgnatum by the Congany or as esuing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forn (or any derivative diersof) is restricted b ALTA licensees and ALTA nerrbers in good standing as of the date of use. NI oilier uses are prohibited. First American OTIROC-04Comrimtentfor Title Insurance Oregon — 2021 v. 01.00 (07-01-2021) Modification and/or amendment by instrument: Recording Information: June 10, 2014 as Instrument No. 20 14-02 12 49 Assignment and Assumption Agreement and the terms and conditions thereof, recorded March 07, 2017 as Instrument No. 2017-011363. 18. Unrecorded Separate Agreement and the terms and conditions thereof: Between: Gateway Mall Limited partnership And: Dayton -Hudson Corporation (Target), as disclosed by memorandum thereof Recording Information: March 13, 1990, Reception No. 90-11884 19. Easement, including terms and provisions contained therein: Recording Information: June 18, 1996 as Instrument No. 96-40795 In Favor of: Springfield Utility Board For: Utility purposes 20. City of Springfield Improvement Agreement and Application for Sewer Hookup, including terms and provisions thereof: Recorded: June 20, 1996 as Instrument No. 96-41612 21. Easement, including terms and provisions contained therein: Recording Information: October 30, 1996 as Instrument No. 96-73241 In Favor of: Springfield Utility Board For: Utilities 22. Lease and the terns and conditions thereof as disclosed by Memorandum of Lease Lessor: Gateway Mall partners, a South Dakota general partnership Lessee: Cinemark USA, Inc., a Texas corporation Dated: November 25, 1997 Recorded: September 07, 1999 Recording Information: Instrument No. 99-077472 (Affects a portion) 23. payment and performance Bond, including terms and provisions thereof: Recorded: March 28, 2013 as Instrument No. 2013-016861 This page & only a part o f a 2021 ALTA Commibnent for Title Ins vanre issued by First American Title Imumnas Congeny. 7h& Comnsbneot& not vakd Wthout the Nofim; Me Commibnent to &sue ibliq; Me Commibrent Cone"tions; Schedule A� Schedule 8, Rant I—Requaet ents, and Scheduk B part 77—Exmpbonr and rountersgnatum by the Congany oras esuing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forn (or any derivative diersof) is restricted b ALTA licensees and ALTA nerrbers in good standing as of the date of use. NI oilier uses are prohibited. First American OTIROC-04Conwimtentfor Title Luurence Oregon — 2021 v. 01.00 (07-01-2021) 24. Notice of Operations and Maintenance Agreement, including terms and provisions thereof: Recorded: February 26, 2014 as Instrument No. 2014-006757 25. Deed of Trust and Assignments of Rents: Grantor/Trustor: BRFI Gateway, LLC, a Delaware limited liability company Grantee/Beneficiary: Argentic Real Estate Investment LLC together with is successors and assigns Trustee: First American Title Insurance Company Amount: $170,000,000.00 Recorded: December 15, 2021 Recording Information: Instrument No. 2021-077116 (Affects said land and other properties) Note: This Deed of Trust contains Line of Credit privileges. If the current balance owing on said obligation is to be paid in full in the forthcoming transaction, confirmation should be made that the beneficiary will issue a proper request for full reconveyance. Assignment and Assumption of Interest under Line of Credit Deed of Trust, Assignment of Leases and rents and security Agreement recorded February 22, 2022 as Instrument No. 2022-008169. The beneficial interest was assigned by successive assignments, the last of which was; Recorded: August 01, 2022 Recording information: Instrument No. 2022-033393 To: AREIT 2021-CRES LTD, an exempted company incorporated in the Cayman Islands with limited liability. 26. Assignment of leases and/or rents and the terns and conditions thereof: Assignor: BRFI Gateway, LLC a Delaware limited liability company Assignee: Argentic Real Estate Investment LLC together with its successors and assigns Recorded: December 15, 2021 Recording Information: Instrument No. 2021-077117 (Affects said land and other properties) Assignment and Assumption of Interest under Assignment of Leases and Rens February 22, 2022 as Instrument No. 2022-008170. Assignment of Assignment of Leases and Rents recorded August 01, 2022 as Instrument No. 2022- 033391. Assignment of Assignment of Leases and Rents recorded August 01, 2022 as Instrument No. 2022- 033394. 27. Financing Statement, indicating a Security Agreement This page & only a part ofa 2021 ALTA Commibrent for Title Insurance issued by First American Title Imumnon Congeny. 7h& Comnxbnent & not valid rdthout the Notice; Me Commibnent N &sue ibliq Me Comrrvbnent Cone"tions; Schedule A� Schedule 8, Pad I—Requmnenb, and Scheluk B part 77—Exmpbonr anda rounlersgreNre by the Congany or& &suing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forn (or any derivative diersof) is restricted b ALTA licensees and ALTA mer hers in good standing as of the date of use. NI oilier uses are prohibited. First American OTIROC-04Convimtentfor Title Insurance Oregon — 2021 v. 01.00 (07-01-2021) Debtor: BRFI Gateway, LLC Secured Party: Argentic Real Estate Investment LLC Recorded: December 15, 2021 Recording Information: Instrument No. 2021-077118 (Affects said land and other properties) Assignment of Secured Party's interest under said Financing Statement to Areit WH I LLC was recorded February 22, 2022 as Instrument No. 2022-008171. Assignment of Secured Party's interest under said Financing Statement to Argentic Real Estate Investment LLC was recorded August 01, 2022 as Instrument No. 2022-033392. Assignment of Secured Party's interest under said Financing Statement to Areit 2021-CRE5 LTD was recorded August 01, 2022 as Instrument No. 2022-033395. Modification and/or amendment by instrument: Recording Information: August 17, 2022 as Instrument No. 2022-035547 Modification and/or amendment by instrument: Recording Information: August 18, 2022 as Instrument No. 2022-035599 28. Declaration of Easements, including terns and provisions thereof: Recorded: June 28, 2022 as Instrument No. 2022-027974 29. Any conveyance or encumbrance by BRFI Gateway, LLC should be executed pursuant to their Operating Agreement, a copy of which should be submitted to this office for inspection. 30. Unrecorded leases or periodic tenancies, if any. -END OF EXCEPfIONS- This page & only a part ofa 2021 ALTA Commibnent for Title Insuranre issued by First Amenran Title Imumnas Congeny. 7h& Comrnbneot& not vakd Wthout the Nofim; Me Commibnent to &sue ibliry; Me Commibrent Cone"tions; Schedule A� Schedule 8, Rant I—Requmnents, and Scheduk B part 77—Exmpbonr and rounlersgnalvre by the Congany oras &suing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forn (or any derivative diersof) is restricted b ALTA licensees and ALTA nerrbers in good standing as of the date of use. NI oilier uses are prohibited. Firs(American OTIRO C-04 Conwimtent for Title Insurance Oregon — 2021 v. 01.00 (07-01-2021) INFORMATIONAL NOTES NOTE: We find no matters of public record against that will take priority over any trust deed, mortgage or other security instrument given to purchase the subject real property as established by ORS 18.165. NOTE: Taxes for the year 2022-2023 PAID IN FULL Tax Amount: $36,258.58 Map No.: 17-03-22-00-02305 Property ID: 1004538 Tax Code No.: 01900 NOTE: Taxes for the year 2022-2023 PAID IN FULL Tax Amount: $17,130.41 Map No.: 17-03-22-00-02305 Property ID: 1772597 Tax Code No.: 01900 NOTE: Taxes for the year 2022-2023 PAID IN FULL Tax Amount: $51,876.17 Map No.: 17-03-22-00-02305 Property ID: 1772605 Tax Code No.: 01900 NOTE: Taxes for the year 2022-2023 PAID IN FULL Tax Amount: $36.46 Map No.: 17-03-22-00-02305 Property ID: 5676199 Tax Code No.: 01900 NOTE: Taxes for the year 2022-2023 PAID IN FULL Tax Amount: Map No.: Property ID: $10,384.33 17-03-22-00-02305 5684308 This page & only a part ofa 2021 ALTA Commibnent for Tale Insurance issued by First Amen Title Imumnas Congeny. 7h& Comrnbneot& not vakd Wthout the Nofim; Me Commibnent fo &sue ibliq; Me Commibrent Cone"tions; Schedule A� Schedule 8, Rant I—Requmnents, and Scheduk B part I7—Exmpbons, and rountersgnatum by the Congany or as &suing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forth (or any derivative diersof) is restricted b ALTA licensees and ALTA nerrbers in good standing as of the date of use. NI oilier uses are prohibited. First American OTIROC-04ComriYgentfor Title Insurance Oregon — 2021 v. 01.00 (07-01-2021) Tax Code No.: 01900 NOTE: Taxes for the year 2022-2023 PAID IN FULL Tax Amount: $44.69 Map No.: 17-03-22-00-02305 Property ID: 5705062 Tax Code No.: 01900 NOTE: Taxes for the year 2022-2023 PAID IN FULL Tax Amount: $1,311.62 Map No.: 17-03-22-00-02305 Property ID: 5515745 Tax Code N 01900 NOTE: This Preliminary Title Report does not include a search for Financing Statements filed in the Office of the Secretary of State, or in a county other than the county wherein the premises are situated, and no liability is assumed if a Financing Statement is filed in the Office of the County Clerk covering Fixtures on the premises wherein the lands are described other than by metes and bounds or under the rectangular survey system or by recorded lot and block. NOTE: According to the public record, the following deed(s) affecting the property herein described have been recorded within 24 months of the effective date of this report: NONE Situs Address as disclosed on Lane County Tax Roll: 2720 and 2730 Gateway St, Springfield, OR 97477 This page & only a part ofa 2021 ALTA Commihnsnt for Tale Insuranre issued by First American Title Imumnas Conpany. 7h& Cornnnone'It& not vakd Wthout the Nofim; Me Cbnmi nt fo &sue ibliry; Me Commitment Cone"tions; Schedule A� Schedule 8, Rant I—Requmnents, and Scheduk B part 77—Exmpbons, and rounaersgnatum by the Congany or as &suing agent Mat may be in efe ftric form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forth (or any derivative diersof) is restricted b ALTA licensees and ALTA nerrbers in good standing as of the date of use. NI oilier uses are prohibited. First American OTIROC-04Convimtentfor Title Insurance Oregon — 2021 r. 01.00 (07-01-2021) Commitment No. NCS -1162791 -PHIL EXHIBITA The Land referred to herein below in situated in the County of Lane, State of Oregon, and is described as follows: BEGINNING AT A POINT BEING NORTH 00 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 210 20' 00" EAST 291.02 FEET TO THE NORTHERLY MARGIN OF HARLOW ROAD; THENCE LEAVING SAID WESTERLY MARGIN ALONG THE NORTHERLY MARGIN, ALONG THE ARC OF A 2819.79 FOOT -RADIUS CURVE TO THE RIGHT (THE CHORD OF WHICH CURVE BEARS SOUTH 730 17' 16" WEST 296.53 FEET) A DISTANCE OF 296.67 FEET; THENCE CONTINUING ALONG SAID MARGIN SOUTH 760 25' 34" WEST 73.40 FEET; THENCE CONTINUING ALONG SAID MARGIN SOUTH 890 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 CORNER 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 CORNER 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 850 20'00" EAST 192.50 FEET; THENCE SOUTH 40 40' 00" WEST 146.92 FEET; THENCE SOUTH 850 20'00" EAST 178.76 FEET; THENCE NORTH 40 40'00" EAST 4.85 FEET; THENCE SOUTH 850 20'00" EAST 35.78 FEET; THENCE NORTH 340 39'03" EAST 84.36 FEET; THENCE SOUTH 850 20'00" EAST 429.71 FEET; THENCE SOUTH 40 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 320 09' 15" WEST 271.32 FEET) A DISTANCE OF 290.59 FEET; THENCE SOUTH 680 40'00" WEST 166.75 FEET; THENCE SOUTH 210 20'00" EAST 54.00 FEET; THENCE SOUTH 680 40' 00" WEST 60.00 FEET; THENCE NORTH 210 20'00" WEST 54.00 FEET; THENCE SOUTH 680 40'00" WEST 217.49 FEET; THENCE SOUTH 900 00' 00" WEST 365.85 FEET; THENCE NORTH 40 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. This page & only a part o f a 2021 ALTA Commibnent for Title Insurenre issued by First American Title Imumnas Congeny. 7h& Comnsbneot& not vakd mahout the Nofim; Me Commibnent to &sue ibliq; Me Commibrent Cone"tions; Schedule A� Schedule B, Rant I—Requmnents, and Scheduk B part 77—Exmpbons, and ro tersgnatum by the Congany oras &suing agent Mat may be in efecbonx form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forth (or any derivative diersof) is restricted b ALTA licensees and ALTA nerrbers in good standing as of the date of use. NI oilier uses are prohibited. First American OTIROC-04Cotmimentfor Title Insurance Oregon — 2021 r. 01.00 (07-01-2021) 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. TOGETHER WITH THOSE RIGHTS AND EASEMENTS CONSTITUTING RIGHTS 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 MARCH 13, 1990, RECORDED MARCH 13, 1990 UNDER RECORDER'S RECEPTION NO. 90-11883, IN THE OFFICIAL RECORDS OF LANE COUNTY, OREGON AND AS AMENDED BY INSTRUMENTS RECORDED JUNE 13, 2003, DOCUMENT NO. 2003- 053669, RECORDED OCTOBER 29, 2013, DOCUMENT NO. 2013-056807 AND RECORDED JUNE 10, 2014, DOCUMENT NO. 2014-021249. NOTE: THIS LEGAL DESCRIPTION WAS CREATED PRIOR TO JANUARY 01, 2008. This page & only a part ofa 2021 ALTA Commibnent for Title Insuma issued by First Amen Title Imumnos Congeny. 7h& Commisneot& not vakd mahout the Nofim; Me Commibnent to &sue ibliq; Me Commibrent Con&"tions; Schedule A. Schedule 8, Part I—Requbenents, and Scheduk B part I7—Exmpbons, and rounlersgnalvre by the Congany oras &suing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forth (or any derivative diersof) is restricted b ALTA licensees and ALTA nerrbers in good standing as of the date of use. NI oilier uses are prohibited. Firs(American 071ROC-04 Comrrimrent for Title Insurance Oregon - 2021 v. 01.00 (07-01-2021) ALTA COMMITMENT FOR TITLE INSURANCE issued by FIRSTAMERICAN TITLE INSURANCE COMPANY IMPORTANT—READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. :414131 31 YY 314 A l\ D] 61-9114:414(M'1 Subject to the Notice; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions, First American Title Insurance Company, a Nebraska Corporation (the "Company 1, commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Amount of Insurance and the name of the Proposed Insured. If all of the Schedule B, Part I—Requirements have not been met within after the Commitment Date, this Commitment terminates and the Company's liability and obligation end. FIRST AMERICAN TITLE INSURANCE COMPANY By: 6)�' 9` Kenneth 0. OeGiargio, President BY: Lisa W. Cnmehl, Secretary This page & only a part ofa 2021 ALTA Commisnent for Title Ins mr issued by First Amen Title Imumnoa Conpany. 7h& Commisneot& not vakd mahout the Nofim; Me Commisnent to &sue ibliq; Me Conm irnent Cone"tions; Schedule A� Schedule 8, Pard—Requmt enb, and Scheduk B fart I7—Exmpt ns, anda rounlersgnalvre by the Congany arils &suing agent Mat may be in efecsonx form. Copyright 2021 American land lige Association. All rights reserved. The use of this Forn (or any derivative diereof) is restricted an ALTA licensees and ALTA rnernbers in good standing as of the dao• of use. NI oilier uses are prohibited. First American OTIROC-04Comrritrrentfor Title Insurance Oregon - 2021 v. 01.00 (07-01-2021) COMMITMENT CONDITIONS DEFINITIONS a. "Discriminatory Covenant": Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. b. "Knowledge' or "Known": Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. C. "Land": The land described in Item 5 of Schedule A and improvements located on that land that by State law constitute real property. The tens "Land" does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, mad, avenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. d. "Mortgage': A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law. e. "Policy': Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. f. "Proposed Amount of Insurance': Each dollar amount specified in Schedule A as the Pmposed Amount of Insurance of each Policy to be issued pursuant to this Commitment. g. "Proposed Insured": Each person identified in Schedule A as the Pmposed Insured of each Policy to be issued pursuant to this Commitment. h. "Public Records": The recording or fling system established under State statutes in effect at the Commitment Date under which a document must be recorded or filed to impart constructive notice of netters relating to the Title to a purchaser for value without Knowledge. The term "Public Records' does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security netters. i. "State": The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term "State" also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. i. "Title': The estate or interest in the Land identified in Item 3 of Schedule A. 2. If all of the Schedule B, Part I—Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company's liability and obligation end. This page & only a part ofa 2021 ALTA Commibnent for Tale Insuranre issued by First Amenran Title Imumnas Congeny. 7h& ComrnDneot& not vakd Wthout the Nofim; Me Commibnent to &sue ibliry; Me Commibnent Cone"tions; Schedule A� Schedule 8, Part I—Requset ents, and Scheduk B part 77—Exmptionr and rounlersgnalvre by eche Congany or as &suing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forrn (or any derivative diereof) is restricted an ALTA licensees and ALTA nerrbers in good standing as of the date of use. NI oilier uses are Prohibited. First American OTIROC-04Comnitrrentfor Title lnsurmce Oregon - 2021 v. 01.00 (07-01-2021) 3. The Company's liability and obligation is limited by and this Commitment is not valid without: a. the Notice; b. the Commitment to Issue Policy; C. the Commitment Conditions; d. Schedule A; e. Schedule B, Part I—Requirements; and f. Schedule B, Part II—Exceptions; and g. a munter-signature by the Company or its issuing agent that may be in electronic form. 4. COM PANY'S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition S. The Company is not liable for any other amendment to this Commitment. S. LIMITATIONS OF LIABILITY a. The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured's good faith reliance to: i. comply with the Schedule B, Part I—Requirements; ii. eliminate, with the Company's written consent, any Schedule B, Part II—Exceptions; or iii. acquire the Title or create the Mortgage covered by this Commitment. b. The Company is not liable under Commitment Condition S.a. if the Proposed Insured requested the amendment or had Knowledge of the wetter and did not notify the Company about it in writing. C. The Company is only liable under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. d. The Company's liability does not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in Commitment Condition S.a. or the Proposed Amount of Insurance. e. The Company is not liable for the content of the Transaction Identification Data, if any. f. The Company is not obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I—Requirements have been met to the satisfaction of the Company. g. The Company's liability is further limited by the terns and provisions of the Policy to be issued to the Proposed Insured. This page & only a part ofa 2021 ALTA Commibnent for Title Insuranre issued by First Amen Title Imuran= Conpany. 7h& ComrnDneot& not vakd Wthout the Nofim; Me Commibnent to &sue ibliry; Me Commibnent Cone"tions; Schedule A� Schedule 8, Part I—Requset ents, and Scheduk B part 77—Exmptionr and ro tersgnahn s by the Congany or ils &suing agent Mat may be in efecbonic form. Copyright 2021 Americm land Title Association. All rights reserved The use of this Foan (or any derivative diereof) is restricted to ALTA licensees and ALTA nernbers in good standing as of the date of use. NI oilier uses are Prohibited. First American OTIROC-04Comrritrrentfor Title Insurance Oregon - 2021 v. 01.00 (07-01-2021) 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT; CHOICE OF LAW AND CHOICE OF FORUM a. Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. b. Any claim must be based in contract under the State law of the State where the Land is located and is restricted to the terns and provisions of this Commitment. Any litigation or other proceeding brought by the Proposed Insured against the Company must be fled only in a State or federal court having jurisdiction. C. This Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject wetter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. d. The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation to provide coverage beyond the terns and provisions of this Commitment or the Policy. e. Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. f. When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be under the Policy. 7. IF THIS COMMITMENT IS ISSUED BY AN ISSUING AGENT The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company's agent for closing, settlement, escrow, or any other purpose. 8. PRO -FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro -forme policy illustrating the coverage that the Company may provide. A pro -forma policy neither reflects the status of Title at the time that the pro-fomna policy is delivered to a Proposed Insured, nor is it a commitment to insure. 9. CLAIMS PROCEDURES This Commitment incorporates by reference all Conditions for making a claim in the Policy to be issued to the Proposed Insured. Commitment Condition 9 does not modify the limitations of liability in Commitment Conditions 5 and 6. 10. CLASS ACTION ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS COMMITMENT, INCLUDING ANY SERVICE OR OTHER MATTER IN CONNECTION WITH ISSUING THIS COMMITMENT, ANY BREACH OF A COMMITMENT PROVISION, OR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS COMMITMENT, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS OR REPRESENTATIVE PROCEEDING. ANY POLICY ISSUED PURSUANT TO THIS COMMITMENT WILL CONTAIN A CLASS ACTION CONDITION. This page & only a part ofa 2021 ALTA Commibnent for Title Insuranre issued by First Amenran Title Imumnas Congeny. 7h& ComrnDneot& not vakd mahout the Nofim; Me Commibnent to &sue ibliq; Me Commibnent Cone"tions; Schedule A� Schedule 8, Part I—Requset ents, and Scheduk B part 77—Exmptions, and rountersgnahna by the Congany oras &suing agent Mat may be in efecbonic form. Copyright 2021 American land Title Association. All rights reserved. The use of this Forrn (or any derivative diereof) is restricted an ALTA licensees and ALTA members in good standing as of the date of use. NI oilier uses are Prohibited.